SPARKING THE FUTURE - VISA Steel · 2018-01-08 · 5 VISA Steel at a Glance Governance Reports...

Annual Report 2014-15

THE FUTURESPARKING

Forward-looking Statements

In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take

investment decisions. This report and other statements - written and oral – that we periodically make contain forward-looking

statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible

to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and

words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking

statements will be realised, although we believe we have been prudent in assumptions. The achievements of results are subject to

risks, uncertainties, and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying

assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. Readers should keep

this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information,

future events or otherwise

For more details visit: http://www.visasteel.com

Contents

VISA Steel at a Glance 01-19A Glimpse of VISA Steel 02

Our Strategic Location 03

Strategic Goals and Mission 04

Financial and Operational Highlights 05

Special Steel Business 06

Ferro Alloys Business 08

Coke Business 10

Chairman’s Insights 12

Vice Chairman & Managing Director’s Message 14

Board of Directors 16

Contributing to Social Wellbeing 18

Governance Reports 20-77Report of the Directors 20

Management Discussion and Analysis 52

Report on Corporate Governance 58

Financial Statements 78-158Standalone 78

Consolidated 118

The Company has a state-of-the-art

facility at Kalinganagar in Odisha,

for the production of Special Steel,

Ferro Alloys and Coke. Kalinganagar

is a major steel hub in India, and

has been declared as a National

Investment & Manufacturing Zone

(NIMZ). It is strategically located

in the mineral rich State of Odisha,

which accounts for 33% of India’s

total iron ore reserves, 28% of coal

reserves and 97% of chrome ore

reserves.

VISA Steel Limited is committed to stay strong in the face of adversities. The Company plans to leverage new opportunities and unlock value of its strategic assets, going forward.

Staying Strong

FUNDAMENTALLYThe plant’s accessibility to raw

materials and close proximity to

the deep draft ports of Paradip and

Dharma further strengthens its

position. Besides, the plant is aided

by excellent infrastructure and road

and railway connectivity.

2

Annua l Repor t 2014 -1 5

A Glimpse of VISA Steel

VISA Steel has created a world-class facility in

Kalinganagar Industrial Complex in Odisha, one of

the largest steel hubs in India. The Company also

plans to set up an integrated Steel Plant at Raigarh

in Chhattisgarh.

Registered Office Bhubaneswar

Corporate Office Kolkata

Listing The Company has been listed on

the National Stock Exchange of

India Limited and BSE Limited

Vision Create long term shareholder value

through value addition of natural

resources

Core Values Transparency

We are transparent and honest

in our profession to all our

stakeholders

Team Work

We work together as a team to

benefit from our complementary

strengths

Passion

We are passionately committed

to delivering excellence in

performance

Attitude

We demonstrate ownership in our

attitude to create sustainable value

for shareholders

Governance

We are committed to best

standards of safety, corporate

social responsibility and corporate

governance.

Our Capacities

Facility CapacityPig Iron Plant 225,000 TPA

Sponge Iron Plant 300,000 TPA

Steel Melt Shop 500,000 TPA

Bar & Wire Rod Mill 500,000 TPA

Special Steel Business

Facility CapacityFerro Alloy Plant 180,000 TPA

Captive Power Plant 75 MW

Ferro Alloy Business

Facility CapacityCoke Oven Plant 400,000 TPA

Coke Business

3

Governance Reports Financial StatementsVISA Steel at a Glance

Our Strategic Location Our facility is strategically located in Kalinganagar, Odisha, India’s most attractive location for Special Steel, Ferro Alloys and

Coke making business.

Chrome Ore Reserves

Odisha

Others

(%)

97

03

Coal Reserves

Jharkhand

Odisha

Others

Chhattisgarh

(%)

45

28

06

21

Iron Ore Reserves

Odisha

Jharkhand

Chhattisgarh

Karnataka

Others

(%)

33

28

18

11

10

Kalinganagar Plant

Dharma Port

Paradip Port

Talcher Coal mine

Sukinda Chrome ore mine

Daitari Iron ore mine

Registered Office

Corporate Office

Offices

Jammu & Kashmir

Himachal Pradesh

Uttaranchal

Haryana

Punjab

Delhi

Rajasthan Uttar Pradesh

GujaratMadhya Pradesh Jharkhand

Bihar

Sikkim

Arunachal Pradesh

Nagaland

Manipur

Mizoram

Tripura

Assam

Meghalaya

West Bengal

Maharashtra

Odisha

Goa

Karnataka

Telangana

Andhra Pradesh

Tamil Nadu

Chennai

Vizag

Kerala

Mumbai

Bhubaneswar

Kolkata

Raipur

RaigarhChhattisgarh

4


Strategic Goals and Mission

INTEGRATE ACROSS VALUE CHAIN WITH CAPTIVE MINES AND POWER

Securing mining leases for key raw

materials - iron ore, chrome ore and coal

Build captive power plants

Select technologies with long-term

competitiveness

LEADERSHIP IN BUSINESS SEGMENT THROUGH MARKET SHARE

Understand the steel market, identify

products with demand growth and

set market share goals

Develop strong sales & distribution

network

MAXIMISE SHAREHOLDER VALUE BY MARKET CAP AND ROCE

Ensure capital allocation for growth

to generate better ROCE and Market

Cap than industry peers

Create assets at competitive capital

costs and operate efficiently

BUILD PARTNERSHIPS WITH CUSTOMERS AND SUPPLIERS

Be preferred supplier through

competitive pricing and high

standards of quality and service

Build and sustain long-term

relationships with strategic customers

and suppliers

Recruit effectively

FAMILY OF CAPABLE, MOTIVATED AND HAPPY EMPLOYEES

Train and develop people continually

Provide safe and clean working

environment

Develop sense of organisational

ownership and teamwork

STRATEGIC GOALS Integrate across value chain with

captive mines

Build partnerships with customers and

suppliers

Family of capable, motivated and

happy employees

Leadership in business segment

through market share

Maximise shareholder value by

Market Cap and ROCE

5


Financial and Operational Highlights

Financial Highlights FY 2015 FY 2014

Revenue 12,951 14,685

EBIDTA 308 1,247

EBIDTA Margin 2.38% 8.49%

PAT (2,729) (1,478)

Share Capital 1,100 1,100

Operational Highlights FY 2015 FY 2014

Ferro Alloys (in MT) 62,719 70,568

Power (in Million Units) 367 435

Hot Metal (in MT) 42,931 105,718

Sponge Iron (in MT) 184,149 156,082

Coke (in MT) 295,734 370,099

All amount in Rs. Million, unless otherwise stated

6


Special Steel Business

The 0.5 million TPA Special Steel Business includes

production of Hot Metal / Pig Iron, DRI / Sponge Iron,

Special Steel Blooms / Billets, Bars and Wire Rods, Spring

Steel Flats, RCS and Rebars for supply to the automobile,

construction, infrastructure, engineering, railway and

defence sectors.

7


India’s Auto sector including

commercial vehicles, passenger

vehicles and two / three wheeler

production is likely to grow

significantly over the next decade.

The Auto Component Sector has

attracted huge investments and

exports are growing at rapid pace.

The Government of India has

increased FDI limit in Defence and

Railways from 26% to 49%, which

is a huge positive for demand for

Special Steel products.

The Company plans to transfer its

Special Steel Undertaking with all

its assets and liability into VISA

Special Steel Limited (a subsidiary

of the Company) through a

Scheme of Arrangement in order to

improve focus and facilitate fund

raising through strategic / financial

investors. The Company plans to

eventually expand its capacity from

0.5 million TPA to 1 million TPA

Special Steel at Kalinganagar in

Odisha.

49% Current FDI limit in Defence and

Railways, which is a huge positive for

demand for Special Steel products.

8


Ferro Alloys Business

VISA Steel is operating a 180,000 TPA Ferro Alloy Plant comprising of 6 submerged arc furnaces and a 75 MW Captive Power Plant.

9


Currently, out of 6 Furnaces,

4 Furnaces are in operation

(2 Furnaces of VISA Steel Limited

and 2 Furnaces of VISA BAO

Limited). The Company is having

a 200,000 TPA Chrome Ore

Beneficiation and Chrome Ore

Grinding Plant at Golagaon. The

Company is in the process of

merging VISA BAO Limited with

itself and in the interim period, the

Company is operating VISA BAO’s

Ferro Alloy Plant on dry lease basis.

The 75 MW Captive Power Plant is

sufficient to cater majority of the

requirement of power for 180,000

TPA Ferro Alloy production. Power

is a key cost component in Ferro

Alloys Business, and low cost and

uninterrupted availability of Captive

Power for Ferro Alloys production is

critical to the cost competitiveness

and facilitating stable operations.

The consolidation will make VISA

Steel a leading player in the Ferro

Alloys industry in India and globally,

and enable unlocking value through

strategic / financial investors.

10


Coke Business

VISA Steel’s Coke Business comprises a 400,000 TPA Coke Oven Plant with associated steam generating units operating through the Company’s subsidiary, VISA SunCoke Limited, a joint venture between VISA Steel Limited and SunCoke Energy, USA, in which the Company holds 51% stake and SunCoke holds remaining 49% stake.

51%Stake of VISA SunCoke Limited is

held by VISA Steel

11


Demand for Coke from Blast Furnaces

has been weak due to Iron Ore

availability issues and cheap imports

of Coke from China. However, the

Company has established itself as

the best quality Coke manufacturer

and enjoys advantage over imported

Coke from China. Being a debt-free

Company, VISA SunCoke Limited has

been able to leverage its operating

and technological expertise to be cost

efficient and serve customers across

India with the best quality Coke.

12


Chairman’s Insights

DEAR SHAREHOLDERS,

The financial year 2014-15 has once

again been an extremely challenging

year for the Iron & Steel industry due to

rising steel exports from China (in view of

huge surplus capacities), weak demand

globally and domestic challenges of

non-availability of vital raw material at

viable prices. This has adversely impacted

your Company as well. Nevertheless your

Company continues to pursue its interests

in Special Steel Business, Metallurgical

Coke Business and Ferro Alloy & Captive

Power Generation Business.

SPECIAL STEEL BUSINESSIn order to improve focus and to

facilitate fund raising by inviting

a strategic / financial investor, the

Company is in advanced stage for

transfer of its Special Steel Business to its

subsidiary - VISA Special Steel Limited,

through a Scheme of Arrangement.

Going forward, the Company plans to

eventually expand its capacity from 0.5

million TPA to 1 million TPA Special Steel

at Kalinganagar in Odisha.

During the year under review, the

Company’s Special Steel Business

was severely affected due to closure

of several Iron Ore mines due to Shah

Commission investigation and Supreme

Court judgment dated 16 May 2014.

The over capacity and excess production

of steel in China and adverse duty

structure domestically has further

impacted the Special Steel Business.

COKE BUSINESSThe Coke Business comprises of a

400,000 TPA Coke Oven Plant with

associated steam generating units

operating through Company’s subsidiary

- VISA SunCoke Limited, a joint venture

between VISA Steel Limited and SunCoke

Energy, USA, in which the Company holds

51% stake and SunCoke Energy holds

remaining 49% stake.

The Coke Business performance has

also been rather severely affected due

to sluggish demand for Coke in the

domestic market and pressure of cheap

imports from China.

FERRO ALLOYS BUSINESSThis business comprises of 6 Furnaces

of 18 MVA each for production of

180,000 TPA Ferro Alloys. Four out of

the six Furnaces belong to VISA BAO

Limited (VBL), (a Subsidiary of the

Company), of which 2 Furnaces have

been taken on lease by the Company and

2 Furnaces are yet to be commissioned.

Further 2 Furnaces & 75 MW Captive

Power Plant belong to the Company. In

order to consolidate the Ferro Alloys &

Captive Power generation Business, the

Boards of VBL and the Company have

approved amalgamation of VBL with the

Company. Consequently, Baosteel will be

issued 5% stake in the Company. This

amalgamation of VBL with the Company

will make the Company one of the

largest Ferro Alloy producers in India. The

integration will improve the operational

and cost efficiency of the Ferro Alloy

Business.

During the year under review, the

Company’s Ferro Alloy Business was

affected due to frequent stoppage in the

supply of Chrome Ore and Concentrate

due to closure of various private Chrome

Ore mines due to Supreme Court

judgment dated 16 May 2014. The

management took up the raw materials

issue with OMC & Govt. officials through

various Industry Chambers which is likely

to improve the availability and Chrome

Ore production by OMC and private ‘other

than captive’ Chrome Ore mines from

second half of FY’2015-16 onwards.

Vishambhar Saran, Chairman

13


ANNUAL RESULTSFor the year ended 31 March 2015,

the Company recorded consolidated

revenue of Rs. 12,951.44 Million, EBITDA

of Rs. 307.59 Million and loss after tax

of Rs. 2,729.10 Million. The Company’s

revenues were much lower than its

potential, mainly due to non-availability

of raw materials at viable prices, sluggish

demand for its products and due to

delay in disbursement of sanctioned

working capital & corporate loan and

non-disbursement of the working capital

for plant operation by some lenders.

THE INDUSTRY The Global steel industry continues

to face problems of huge surplus

capacity, mainly in Odisha. In FY 2015,

the economy slowed down, mainly

due to lower growth rates in emerging

economies including China. This has

resulted in weakening of commodity

prices globally.

According to the Ministry of Steel,

Government of India, the current per

capita consumption of steel in the

country is only around 52 kg against the

world average of 203 kg and therefore,

there is a huge growth potential in steel

consumption in India. However, any

significant improvement in demand

for Iron and Steel products may take

a little longer and show up only after

investments in infrastructure and

construction sectors start to pick up and

import duty structure rectified.

The Global crude steel production

growth slowed down to 1% and

apparent finished steel demand grew

by just 0.6%. Steel demand in the

advanced economies grew by 6.2% in

2014 buoyed by growing US economy

and a mild recovery in the Euro region.

Continued deterioration in the Brazilian

and Russian steel markets resulted in

a tepid demand growth of 2.3% from

developing economies (excluding China)

in 2014. India remained the 4th largest

producer and 3rd largest consumer

of steel globally. In India Crude Steel

production grew by 8% to 88.25 million

tonnes and consumption of Steel stood

at 76.36 million tonnes, a growth of

3.1% compared to the previous year.

VISION & STRATEGYThe Company is committed to its vision

to emerge as an efficient producer of

high quality value added Special Steel

(long products), Metallurgical Coke and

High Carbon Ferro Alloy.

Having set up state-of-the-art value

addition facilities, the Company is keen

to secure iron ore mines by participating

in auctions as permitted under the newly

amended MMDR Act.

Going forward, the Company’s

Subsidiary – VISA Special Steel Limited

intends to explore options to unlock

value by inducting a Strategic Investor

and eventually expand its Special Steel

making capacity from 0.5 million TPA

to 1 million TPA. Likewise, after the

consolidation of its Ferro Chrome &

Captive Power Generation business, the

Company will become a leading player in

the Ferro Chrome industry in India and

globally.

OUTLOOK Going forward, we are confident of

seeing better business scenario ahead

and expect revenues and margins from

Special Steel, Coke and Ferro Alloy

Businesses to drive your Company.

I would like to place on record my sincere

appreciation and gratitude to the entire

team of VISA Steel Group for their

relentless commitment inspite of the

challenging business environment. I am

grateful to the members of the Board

of the Company for their invaluable

guidance and contribution. I would also

like to convey my sincere thanks to all

the stakeholders for their confidence

and faith and to all the Government,

Regulatory Authorities and Banks for their

valued support and I hope to continue to

receive your support in the future.

Warm Regards,

Vishambhar Saran

14


Vice Chairman & Managing Director’s Message

Your Company has established a

world class manufacturing facility

for production of Special Steel, Ferro

Alloys with Captive Power Plant and

Metallurgical Coke at Kalinganagar in

Odisha. The Kalinganagar Industrial

Complex has been declared as a

National Investment & Manufacturing

Zone (NIMZ) and is a major Steel hub of

India with excellent Road, Railway and

Port connectivity with close proximity to

Iron Ore, Chrome Ore and Coal mines.

The financial and operational

performance of the Company has been

adversely affected due to various external

factors including failure of commitment

to grant Iron Ore mines, de-allocation

of Coal Block, non-availability of raw

materials at viable prices due to mine

closures, weak product prices due to over

capacity and dumping of Steel mainly

by China & Russia, Global Crash in Steel

and commodity prices and the high

interest costs, logistics costs, infrastructure

bottlenecks etc. for domestic Steel

Companies.

However, the raw material scenario is

likely to improve significantly due to

the passing of MMDR Amendment Act

effective from 12th January 2015 which

provides clarity on lease renewal and

enables a transparent auction process for

grant of iron ore mines to user industries.

We expect that because of this important

reform, the mineral production in the

country is set to increase significantly

from second half of FY’2015-16

onwards, and this is good news for the

value addition industry. Further, the

Government of Odisha has advised

Odisha Mining Corporation to enter long

term linkage agreements for supply of

Iron Ore and Chrome Ore / Concentrates

with MoU signed State based Steel &

Ferro Alloy producers in Odisha. With

improved raw material availability, prices

of Iron Ore and Chrome Ore now need to

fall to levels that are economically viable

for the value addition industry, and your

Company is taking up the matter with

Government of Odisha.

SPECIAL STEEL BUSINESSYour Company has a Special Steel

Business for production of Hot Metal/

Pig Iron, DRI/Sponge Iron, Special

Steel Blooms/Billets, Bars & Wire Rods,

Rebars at Kalinganagar in Odisha for

supply to the Automobile, Construction,

Infrastructure, Engineering, Railway and

Defence Sectors.

During the year, the availability & pricing

of Iron Ore, weak product prices and

insufficient Working Capital continued to

be a major challenge for the Company

which adversely impacted the Operations.

Steel production was 21,263 MT during

2014-15 compared to 49,827 in 2013-14,

Hot Metal/Pig Iron production was 42,931

MT compared to 105,718 MT in 2013-14

and DRI/Sponge Iron production was

184,149 MT compared to 156,082 MT in

2013-14.

The Mines and Minerals (Development

and Regulation) (MMDR) Amendment Act

which was passed and notified in March

2015 is likely to result in sharp increase

in Iron Ore production domestically and

drastically improve availability of Iron

Ore at reasonable price. It will also allow

allocation of Iron Ore Mining Lease for

end use Steel Plants through auction in

a transparent manner. The Company

expects a steady supply of Iron Ore at

viable prices from OMC which would

significantly improve production of Iron

and Steel products. Besides, the Company

is confident of securing captive Iron Ore

Mining Lease in Odisha through auction

process.

The Company is in advanced stage to

transfer its Special Steel Business to VISA

Special Steel Limited (VSSL), to unlock

shareholder value and enable induction

of suitable strategic / financial investor.

The Board of Directors, shareholders and

lenders have approved the Scheme of

Arrangement for transfer of Special Steel

Undertaking of the Company with all its

assets and liabilities, into VSSL, and the

approval from the Hon’ble High Court is

awaited. The Company is in discussion

with strategic / financial investors for a

strategic alliance in VISA Special Steel

Limited.

FERRO ALLOY BUSINESSThe Ferro Alloys Business is operating a

120,000 TPA capacity Plant (including

the Furnaces taken on lease from

VISA BAO Limited (VBL), a subsidiary

Company) and has produced 62,719

MT of Ferro Alloy in the financial year

Vishal Agarwal, VC & MD

15


2014-15 compared to 70,568 MT in

2013-14. The generation of Electricity

from the Company’s Captive Power

Plant (CPP), having installed capacity of

657 million units per annum, produced

367.27 million units in financial year

2014-2015 as compared to 434.82

million units in the previous year. VISA

BAO Limited has commissioned two

furnaces and the balance two furnaces

are under completion. The Ferro Chrome

operations were adversely impacted

due to the various mine closures and

consequent non-availability of Chrome

Ore / Concentrates at viable prices.

The management has taken up the

Chrome Ore availability issue with OMC

& Govt. officials directly and also through

various Industry Chambers which is likely

to result in major improvement in the

Chrome Ore production and availability

from OMC, and private merchant (other

than captive) mines from second half of

FY’2015-16 onwards.

The Boards of both VISA Bao Limited

(VBL) and VSL and Shareholders of VBL

have already approved amalgamation

of VBL with VSL. Ferro Chrome and CPP

business of VSL & VBL will soon get

consolidated in VSL and Baosteel will

hold 5% stake in VISA Steel Limited.

This amalgamation of VISA Bao with

VISA Steel will make VISA Steel one of

the largest Ferro Chrome producers in

India. The integration will improve the

operational and cost efficiency of the

Ferro Chrome Business.

COKE BUSINESSAgainst an installed capacity of 400,000

TPA, actual production of metallurgical

Coke in 2014-15 was 295,734 MT,

compared to 370,099 in 2013-14.

Coking Coal and Coke prices have

been weakening over the year and

VISA SunCoke has been adversely

affected due to inventory writedown.

VISA SunCoke is a leading supplier of

consistent and high quality Coke to Blast

Furnace of your Company and various

Iron and Steel plants in Eastern India.

The Coke business has been adversely

affected due to removal of 40% Export

Duty on Coke from China due to which

cheap Coke is being dumped in Indian

market. Your Company has taken up the

matter with Government Authorities for

imposition of Safeguard Duty and / or

Anti-Dumping Duty.

FINANCEYour Company is focusing on

consolidating its operations, improving

raw material availability and operational

efficiencies to reduce costs. The

operations and cash flow of the

Company have been affected due to

delay in disbursement of sanctioned

working capital & corporate loan and

non-disbursement of the working capital

for plant operation by some lenders.

In view of the cash losses suffered by

your Company due to high cost of raw

material, weak product prices and high

interest rate, and the consequent impact

on cash flows, the Company has not

been able to service its debt in a timely

manner. In order to mitigate the cash

strain and irregularity in debt servicing,

the Company has been in discussions

with lenders for Corrective Action Plan

under Corporate Debt Restructuring

(CDR) mechanism since 20 May 2015.

Your Company has already infused

additional equity funds of Rs. 325

Crores in a phased manner as per the

CDR package. Meanwhile, lenders have

invoked Strategic Debt Restructuring on

22 September 2015, which is subject

to necessary approvals / authorisations

(including special resolution by the

shareholders). The Company is also

evaluating option to induct strategic /

financial investor and refinance debt to

sustainable level.

HUMAN RESOURCE INITIATIVE Your Company has formulated a detailed

Code of Conduct in order to practice

ethical behavior and sound conduct

to establish the principles that guide

our daily actions. Ethical conduct is the

cornerstone of how the Company does

business. Your Company is committed

to creating a healthy work environment

that enables employees to work without

fear of prejudice, gender bias, sexual

harassment and all forms of intimidation

or exploitation. It is committed to

provide a work environment that ensures

every employee, is treated with dignity

and respect.

Your Company recognises Human

Resource as its most important assets

and is constantly engaged in enriching

the value and developing competencies

of Human Resources through various

development & training programmes. We

improve our team building and encourage

family bonding through various employee

engagement social activities.

CORPORATE SOCIAL RESPONSIBILITYWe acknowledge our role and

responsibility as a corporate citizen. In

line with our core business philosophy,

concern for Health, Safety and

Environment continue to be one of our

key priorities. As a responsible corporate,

the Company is focused on the

happiness of people living in its larger

neighboring communities.

The Company’s CSR team works

towards improving the living conditions

of the underprivileged and makes

a positive difference in their lives. A

number of focused initiatives have been

implemented particularly in the remote

areas. Over the years, the Company has

directed its community development in

the areas of education, healthcare, rural

development, sports & culture and we

wish to continue our support and focus

on these issues.

With warm regards & best wishes,

Vishal Agarwal

16


Board of Directors

1. Mr. Vishambhar Saran Chairman

Mr. Saran has experience of almost 46

years in the iron & steel industry, with

over 25 years with Tata Steel in the areas

of development & operations of mines,

mineral beneficiation plants and ferro

chrome / alloy plants, port operations

and international trading of raw

materials for the iron & steel industry.

A mining engineer from BHU, he rose to

the level of Director (Raw Materials) in

Tata Steel before taking over as Chairman

of the VISA Group in 1994. In a short

span of time, he built the VISA Group

into a minerals and metals conglomerate

with a strong global presence in Australia,

China, India,Indonesia, Singapore and

South Africa. He is the Honorary Consul

of Bulgaria for Eastern India.

2. Mr. Vishal Agarwal Vice Chairman & Managing Director,

Chairman, Corporate Social

Responsibility Committee

Mr. Agarwal has over 18 years

experience in the iron & steel industry

with hands on experience of setting up

greenfield projects and international

trading business. He is responsible for

transforming VISA Steel into a leading

player in the Special Steel, Coke and

Ferro Chrome industry.

He holds a Bachelors degree in Economics

from the London School of Economics

and a Masters degree in Economics for

Development from Oxford University. He is

a Committee Member of the CII- Eastern

Region Council and Indian Chamber of

Commerce. He is also the Chairman of ICC

Odisha Expert Committee.

3. Mr. Shiv Dayal Kapoor Chairman, Audit Committee &

Nomination and Remuneration

Committee

Mr. Kapoor has over 46 years of

experience in the minerals and metals

industry. He is the former Chairman

of MMTC Limited and Neelachal Ispat

Nigam Ltd. and had been on the

Board of many renowned Public Sector

Enterprises.

A B.Sc. in Metallurgical Engineering from

BHU and MBA from University of Leeds,

UK, he is a recipient of the Best Chief

Executive Gold Award – Rajiv Ratna

National Award 2005 and Top CEO of

the year Award 2000 – Indian Institute

of Marketing & Management, amongst

others.

1

5

9

3

7

2

6

10

4

8

17


4. Mr. Debi Prasad Bagchi Independent Director

Mr. Bagchi brings to the Board his deep

knowledge of the administrative services

and the State of Odisha, especially in

the steel & mining sector. He has held

prestigious positions of authority like

Additional Secretary, Commerce –

Government of India, Secretary, Ministry

of Small Scale Industry – Government of

India, Chief Secretary – Government of

Odisha, etc.

A Master of Arts in Economics and an M.

Phil in Public Administration, Mr. Bagchi

was also the Chairman cum Managing

Director of Orissa Lift Irrigation

Corporation and Managing Director of

Orissa Mining Corporation Limited.

5. Mr. Pratip Chaudhuri Chairman, Stakeholders Relationship Committee & Finance and Banking Committee

Mr. Chaudhuri is the former Chairman

of State Bank of India and has 40 years

of experience in the banking sector. He

has also served as the Chairman of SBI

Global Factors Ltd, State Bank of Mysore,

State Bank of Bikaner & Jaipur, State

Bank of Travancore and State Bank of

Hyderabad.

He holds Master’s Degree in Science and

Statistics from University of Rajasthan

and is an alumnus of University Business

School, Chandigarh. He was also a

Director at Export-Import Bank of India

and State Bank of Patiala.

6. Ms. Gauri Rasgotra Independent Director

Ms. Rasgotra has over 22 years of

experience in advisory and litigation. A

B.A. (Hons) (Economics) and LL.B, she is

a Partner in legal firm Cyril Amarchand

Mangaldas, New Delhi.

She has expertise in the area of dispute

resolution, commercial law and other

emerging areas, such as data privacy, etc.

She has active experience in litigation in

the Supreme Court as well as other courts

in India. She has managed litigation of

some landmark cases such as ‘Right of

citizen to fly the National Flag’. In her

advisory role, she has been working with

top Indian and foreign firms, where she

has handled a variety of settled and

emerging laws governing the working of

the corporate sector in India.

7. Mr. Kishore Kumar Mehrotra Independent Director

Mr. Mehrotra, is a B. Tech & M. Tech

(Metallurgy) from IT, BHU and holds a

Diploma in Industrial Engineering from

IIIE, Mumbai.

Mr. Mehrotra has over 36 years of

experience in the field of design,

consultancy, technology evaluation,

process selection and optimisation in

iron and steel, energy audit, marketing in

the area of oil & gas and infrastructure,

project management etc. Mr. Mehrotra

superannuated from the post of

Chairman-cum-Managing Director

of MECON Ltd in the year 2013. He

was also holding additional charge of

Managing Director of Metallurgical

& Engineering Consultants (Nigeria)

Ltd., a joint venture company formed

by MECON Limited with Delta Steel

Plant, Ajaokuta Steel Plant and Nigerian

Partners.

8. Mr. Manas Kumar Nag Nominee Director

Mr. Nag, is an MA (Econ) and Certified

Associate of the Indian Institute of

Bankers (CAIIB).

Mr. Nag had held senior positions in

State Bank of India (SBI) including CGM

(SME), ex-officio Chairman of one of the

Corporate Centre Credit Committees.

He was also the Executive Vice President

in SBI Capital Markets. Post retirement

he was nominated to the Investment

Committee of SME Growth Fund of

SIDBI Venture Capital Ltd by SBI.

9. Mr. Manoj Kumar DiggaWholetime Director designated as Director (Finance) & Chief Financial Officer

Mr. Digga is a qualified Chartered

Accountant and a qualified Company

Secretary with over 24 years of

experience in Finance, including

Corporate Finance, Banking, Domestic

& International Taxation, Treasury, Risk

Management, Strategy and Secretarial

Matters.

He had played key role in shaping the

Company’s business plans and financial

strategy. He oversees the finance and

accounting affairs of the Company. He

has also played a vital role in mobilising

funds for the expansion projects of the

Company.

10. Mr. Manoj Kumar Wholetime Director designated as Director (Kalinganagar)

Mr. Manoj Kumar, is a Mechanical

Engineer from BIT Mesra, Ranchi.

Mr. Kumar has over 26 years of

experience of working in various

positions in the iron & steel industry.

He had been accredited with bringing the

concept of ABP based procurement into

the company and was also responsible

was streamlining the operational

procurement by entering into Annual

Rate Contracts & Vendor Stockings. He

had played a key role in the Company’s

projects & operations.

18


Contributing to Social Wellbeing

As a responsible Corporate, VISA Steel takes care of the people and communities residing in its neighbouring areas, while creating wealth for its stakeholders. The Company’s CSR team is dedicated towards improving the living conditions of the society’s marginalised sections for a better tomorrow.

The Company has implemented some

major reforms in the remote areas of

Odisha and Chhattisgarh. Its initiatives in

the realms of education, healthcare, rural

development and sports & culture have

created a positive difference in the society.

Going forward, the Company will continue

to put more focus on these areas.

EDUCATION

VISA Steel believes that India’s

future rests in the hands of the young

generation. Thus, it is dedicated in

shaping the country’s future through

various endeavours in the area of

education. The following initiatives were

taken by the Company for this cause:

Established two premier educational

institutions in Kolkata - The Heritage

School and The Heritage Institute

of Technology, through the Kalyan

Bharti Trust. Introduced scholarship

opportunities for brilliant and needy

students

Offered scholarships to girls in need

at Smt. Sarala Devi Saraswati Balika

Inter College in the Tilhar district of

Shahjahanpur, Uttar Pradesh

Provided facilities, such as

laboratories and science labs at the

Smt. Sarala Devi Saraswati Balika

Inter College

Planning to set up world-class,

professionally managed primary and

secondary schools in Kalinganagar

and Raipur, with facilities for

extracurricular activities and sports

Giving support to various local schools

in the region

Providing vocational trainings like

tailoring for women in the village

HEALTHCARECommunity development cannot be

obtained without proper healthcare

facilities. VISA Steel has undertaken the

following initiatives to strengthen this

purpose:

Organised medical camps in the

backward areas of Odisha and

Chhattisgarh

Contributed to the construction of a

blood bank in Jajpur, Odisha

Raised awareness for the treatment

of common diseases; providing free

medicines and medical facilities

19


Participated in international

forums for mentally and physically

challenged people, by way of

financial sponsorship and support

SPORTS & CULTUREVISA Steel aims to encourage and

sponsor young talent, give them

platform to perform and provide help

for better training. The Company plans

to organise sporting activities for the

all-round development of children. Few

initiatives undertaken by the Company in

this field are as follows:

Sponsored and organised an annual

ladies golf tournament at the

Tollygunge Club, Kolkata

Actively helped in promoting

contemporary Indian art through

exhibitions

Organised painting competitions to

promote talented young artists

Sponsored sporting activities,

particularly cricket tournaments in

Kotmar and Patrapalli villages of

Chhattisgarh

RURAL DEVELOPMENTThe Company aims to create better

livelihood for the people residing in

rural India. The following initiatives

have been taken to improve their living

standards:

Installed bore-wells to provide clean

drinking water in the backward areas

Provided employment according

to the rehabilitation policy of the

Government

Contributed towards renovation of

the Biraja temple in Jajpur, Odisha

Commissioned the landscaping and

beautification of Military Chhak in

Kalinganagar, Odisha

Contributed to road development

activities in villages for better

connectivity

SAFETY & ENVIRONMENTAs a future focused organisation, VISA

Steel takes care of the planet. The

Company, along with its employees

comply with environmental standards

to maintain ecological balance. Some

initiatives taken by the Company in this

respect are as follows:

Established a strong team of medical

personnel

Implemented regular safety training

sessions for employees and contract

labour

Launched water harvesting initiatives

to protect ground water levels

20


Report of the Directors

Dear Shareholders,Your Directors are pleased to present this Nineteenth Annual Report of the Company together with the Audited Standalone and

Consolidated Financial Statements of Accounts for the financial year ended 31 March 2015.

FINANCIAL RESULTS

(Rs. Million)

ParticularsStandalone Consolidated

2014-15 2013-14 2014-15 2013-14Net Revenue 9,221.57 10,299.58 12,802.74 14,549.36

Other Income 288.52 279.97 148.70 136.02

Total Revenue 9,510.09 10,579.55 12,951.44 14,685.38

Profit before interest, depreciation, tax & exceptional item 267.98 663.42 307.59 1,247.20

Finance Cost 2,061.90 1,450.31 2,293.60 1,625.60

Depreciation 574.09 577.29 767.30 747.77

Profit / (Loss) before Exceptional & Extraordinary Items and Taxation (2,368.01) (1,364.18) (2,753.31) (1,126.17)

Exceptional & Extraordinary Items - (160.77) (212.95) (374.15)

Profit /(Loss) before Tax (2,368.01) (1,524.95) (2,966.26) (1,500.32)

Tax Expenses 46.39 - 60.18 (64.73)

Profit / (Loss) after Tax (2,414.40) (1,524.95) (3,026.44) (1,435.59)

Minority Interest - - (297.34) 42.69

(Loss) / Profit for the period (2,414.40) (1,524.95) (2,729.10) (1,478.28)

21


OPERATIONSThe Company is pursuing Special Steel Business, Ferro Alloy

Business and Coke Business. The Special Steel Business includes

production of Hot Metal/Pig Iron, DRI/Sponge Iron, Special

Steel Blooms/Billets, Bars & Wire Rods and Rebars. Whereas, the

Ferro Alloy Business includes production of High Carbon Ferro

Chrome and generation of Power for captive use and the Coke

Business includes production of Coke.

The consolidated total revenue of the Company stood at

Rs. 12,951.44 Million for the financial year 2014-15. The profit

before interest, depreciation, tax and exceptional item is

Rs. 307.59 Million in the financial year 2014-15.

During the year under review, financial and operational

performance of the Company has been adversely affected due

to various external factors including failure of commitment

to grant Iron Ore mines, de-allocation of Coal Block, non-

availability of raw materials at viable prices due to mine

closures, weak product prices due to over capacity and dumping

of Steel mainly by China & Russia, Global Crash in Steel and

commodity prices, the high interest costs, logistics costs,

infrastructure bottlenecks etc. for domestic Steel Companies,

due to delay in disbursement of sanctioned working capital &

corporate loan and non-disbursement of the working capital for

plant operation by some lenders.

The Blast Furnace having installed capacity of 225,000 TPA

produced 42,931 MT Hot Metal. The DRI Plant having installed

capacity of 300,000 TPA produced 184,149 MT Sponge Iron as

compared to 156,082 MT in the previous year.

The Ferro Alloy Business, with a total current operating capacity

of 120,000 TPA including the Furnaces taken on lease from

VISA BAO Limited, a subsidiary Company, produced 62,719 MT

of Ferro Alloy in the financial year 2014-15 compared to 70,568

MT in 2013-14. The generation of electricity from Company’s

Captive Power Plant, having installed capacity of 657 Million

units per annum, was 367 Million units in financial year 2014-15

as compared to 435 Million units in the previous year.

The Company has 51% stake in VISA SunCoke Limited (VSCL)

which is operating the business of manufacturing and sale of

Metallurgical Coke and associated Steam Generation Units.

VSCL’s production of Coke was 295,734 MT during the year.

The Special Steel Business has been affected due to closure of

several Iron Ore mines due to Shah Commission investigation

and Supreme Court judgment dated 16 May 2014. The over

capacity and excess production in China resulting in Cheap

imports in the country and adverse duty structure domestically

have further impacted the Special Steel Business. The Ferro Alloy

Business has been affected due to frequent stoppage in the

supply of Chrome Ore and Concentrate due to closure of various

Chrome Ore mines, whereas the Power Plant was affected due

to stoppage of Coal Linkage. The Coke Business performance

has been affected due to sluggish demand for Coke in the

domestic market and pressure of cheap imports from China.

The Company is in advanced stage to transfer its Special

Steel Business to VISA Special Steel Limited, a subsidiary of

the Company, in order to improve focus and facilitate fund

raising through strategic / financial investor. The accumulated

losses of the Company exceeded fifty percent of its net worth

as at 31 March 2015. However, subsequent to the business

re-organisation and with the expected improvement in raw

material scenario, the Company expects the net worth to

improve. In view of the above, the Company has not referred

the matter to the Competent Authority. The replacement value

of the assets is higher than the book value, and the Company

plans to unlock value in the Special Steel Business through

strategic / financial investors as it has done by inducting

SunCoke Energy, USA as a strategic investor in the Coke

Business and Baosteel Resources Co. Ltd., China, in Ferro Alloy

Business.

FUTURE OUTLOOK According to the Ministry of Steel, Government of India, the current

per capita consumption of finished steel in the country is only

around 52 kg against the world average of 203 kg and therefore,

there is a huge growth potential in steel consumption in India.

Your Company has a Special Steel Business for production of

Hot Metal/Pig Iron, DRI/Sponge Iron, Special Steel Blooms/

Billets, Bars & Wire Rods, Rebars at Kalinganagar in Odisha

for supply to the Automobile, Construction, Infrastructure,

Engineering, Railway and Defence Sectors.

Your Company is committed to its vision to emerge as an

efficient producer of high quality value added products

including Coke, Ferro Alloy and Special Steel. Going forward, the

Company expects the revenues and margins from Metallurgical

Coke, Ferro Alloy & Special Steel Businesses to remain

challenging in the short term, but is positive on the outlook over

the medium to long term.

CDRYour Company is focusing on consolidating its operations,

improving raw material availability and operational efficiencies

to reduce costs. The operations and cash flow of the Company

have been affected due to delay in disbursement of sanctioned

working capital & corporate loan and non-disbursement of the

working capital for plant operation by some lenders. In view of

the cash losses suffered by your Company due to high cost of

raw material, weak product prices and high interest rate, and the

consequent impact on cash flows, the Company has not been

able to service its debt in a timely manner. In order to mitigate

the cash strain and irregularity in debt servicing, the Company

has been in discussions with lenders for Corrective Action Plan

under Corporate Debt Restructuring (CDR) mechanism since

22


20 May 2015. Your Company has already infused additional

equity funds of Rs. 325 Crores in a phased manner as per

the CDR package. Meanwhile, lenders have invoked Strategic

Debt Restructuring on 22 September 2015, which is subject

to necessary approvals / authorizations (including special

resolution by the shareholders). The Company is also evaluating

option to induct strategic / financial investor and refinance debt

to sustainable level.

TRANSFER OF SPECIAL STEEL BUSINESS The Board of Directors of the Company has approved a

Scheme of Arrangement under Sections 391 to 394 of the

Companies Act, 1956, between the Company and VISA Special

Steel Limited (VSSL), a subsidiary of the Company, and their

respective shareholders and creditors, which inter alia, envisages

transfer of its Special Steel Business (comprising of Blast

Furnace, DRI Plant, Steel Melt Shop, Rolling Mill and associated

steam generation units) to VSSL. The Appointed Date of the

Scheme is 1 April 2013 or such other date as may be fixed or

approved by the Hon’ble High Court of Judicature of Orissa at

Cuttack. The Scheme has been approved by the members of

the Company at the Court Convened Meeting (CCM) held on

10 June 2014. Subsequent to the approval of the members, a

petition was filed before the Hon’ble High Court of Orissa on

25 June 2014. Lender’s approval was received on 31 December

2014. Final Decision of the High Court of Orissa is awaited.

AMALGAMATION OF VISA BAO LIMITEDThe Board of Directors of the Company had approved a Scheme

of Amalgamation under Section 391 to 394 of the Companies

Act, 1956, between the Company and VISA BAO Limited, a

subsidiary of the Company and their respective shareholders.

The appointed date of the Scheme is 1 April 2015 or such

other date as may be fixed or approved by the Hon’ble High

Court of Judicature of Orissa at Cuttack. The scheme is subject

to necessary approval from all concerned authorities. Post

Amalgamation, Baosteel will hold 5% stake in the Company.

AMALGAMATION OF KALINGANAGAR SPECIAL STEEL PRIVATE LIMITEDThe Board of Directors of the Company had approved a Scheme

of Amalgamation under Section 391 to 394 of the Companies

Act, 1956, between the Company and Kalinganagar Special

Steel Private Limited, a subsidiary of the Company and their

respective shareholders and creditors. The appointed date of

the Scheme is 31 March 2014 or such other date as may be

fixed or approved by the Hon’ble High Court of Judicature of

Orissa at Cuttack.

DIVIDENDIn view of the loss incurred by the Company, your Directors have

not recommended any dividend for the financial year ended 31

March 2015.

TRANSFER TO RESERVES In view of losses incurred by the Company during the year, no

amount has been transferred to the General Reserve for the

financial year ended 31 March 2015.

CHANGE IN NATURE OF BUSINESSDuring the year under review, there has been no change in the

nature of business of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)Your Company has, subsequent to year end, transferred a

sum of Rs. 359,635/- to Investor Education and Protection

Fund, in compliance with the provisions of Section 124, 125

and other applicable provisions of the Companies Act, 2013

(corresponding to Section 205C of the Companies Act, 1956).

The said amount represents dividend for the year 2007 – 08

which remained unclaimed for a period 7 years from its due

date of payment.

SHARE CAPITALThe Company’s paid up equity share capital remained at

Rs. 1,100,000,000 (Rupees One Hundred Ten Crores only)

comprising of 110,000,000 equity shares of Rs. 10 each. There

was no change in the Company’s share capital during the year

under review.

SUBSIDIARIESThe Company has seven subsidiaries including indirect

subsidiaries namely, VISA BAO Limited, VISA SunCoke Limited,

Kalinganagar Special Steel Private Limited, VISA Ferro Chrome

Limited, VISA Special Steel Limited, Ghotaringa Minerals Limited

and Kalinganagar Chrome Private Limited:

(i) VISA BAO Limited (VBL) is a Joint Venture between the

Company and Baosteel Resources Co. Ltd. (Baosteel),

China. VBL has a Ferro Alloy Plant with 4 Submerged Arc

Furnaces at Kalinganagar in Odisha of which 2 furnaces

have been commissioned and balance 2 Furnaces are under

completion. The Company holds 65 percent stake in VBL

and Baosteel, which is one of the leading Steel companies

in the world, holds the balance 35 percent stake.

Subsequent to year end, the Board of Directors of the

Company and VBL had approved the amalgamation of VBL

with the Company through a Scheme of Amalgamation.

Post Amalgamation, Baosteel will hold 5% stake in the

Company. Necessary approvals have been initiated and are

in progress.

(ii) VISA SunCoke Limited (VSCL) is a Coke making Joint

Venture with SunCoke Europe Holding B.V. (SunCoke),

in which the Company holds 51 percent stake and

SunCoke holds remaining 49 percent stake. The joint

venture comprises of 400,000 MTPA Heat Recovery

23


Coke Plant and associated Steam Generation Units

at Kalinganagar in Odisha. The joint venture provides

great opportunity for VSCL to leverage its operating and

technological expertise to serve customers across India

with the highest quality coke.

(iii) Kalinganagar Special Steel Private Limited, a wholly owned

subsidiary, was incorporated on 27 May 2013.

(iv) VISA Ferro Chrome Limited (VFCL), a step down subsidiary

was incorporated on 26 July 2013. VFCL is a wholly owned

subsidiary of Kalinganagar Special Steel Private Limited.

(v) VISA Special Steel Limited incorporated on 27 July 2012

and is a wholly owned subsidiary of VISA Ferro Chrome

Limited.

(vi) Ghotaringa Minerals Limited (GML) is a Joint Venture between

the Company and Orissa Industries Limited (ORIND).

(vii) Kalinganagar Chrome Private Limited, a wholly owned

subsidiary, was incorporated on 1 July 2013.

The consolidated financial statements presented by the

Company include financial information of its subsidiaries

prepared in compliance with applicable Accounting Standards.

A statement containing the salient features of the financial

statement of the Company’s subsidiaries in the prescribed

form AOC-1 pursuant to first proviso to Section 129(3) of the

Companies Act, 2013 read with the Companies (Accounts)

Rules, 2014 is annexed separately to the financial statements.

The Annual Accounts of the subsidiary companies will be made

available to the shareholders of the aforesaid subsidiaries and

the Company as and when they demand and will also be kept

for inspection by any investor at the registered office of the

Company and these subsidiaries. The Financial statements

of the Company and its subsidiaries are also available on the

website of the Company.

EXTENSION OF DATE FOR HOLDING ANNUAL GENERAL MEETING OF THE COMPANYIn accordance with provisions of Section 96 read with Section

129 of the Companies Act, 2013, the Annual General Meeting

(AGM) of the Company for the financial year ended 31 March

2015, was due to be held on or before 30 September 2015.

The Company approached the Registrar of Companies, Orissa

to extend time by three months for holding the Annual General

Meeting so that necessary effect could be given to the Scheme

of Arrangement between the Company and VISA Special Steel

Limited on its sanction by the Hon’ble High Court of Judicature

of Orissa at Cuttack and to complete the preparation of

financial statements of the Company after giving effect to the

Scheme. Necessary approval was granted by the Registrar of

Companies, Orissa vide their letter dated 14 August 2015.

BOARD MEETINGSThe Board met 7 times during the year, the details of which are

given in the Corporate Governance Report that forms part of the

Annual Report. The intervening gap between the meetings was

within the period prescribed under the Companies Act, 2013

and the Listing Agreement.

Further, the Independent Directors at their meeting, reviewed

the performance of the Board, Chairman of the Board and of

Non Independent Directors, as required under the Act and the

Listing Agreement.

DIRECTORS AND KEY MANAGERIAL PERSONNELDirectors In accordance with the provisions of Section 152 of the

Companies Act, 2013 and in terms with the Articles of

Association of the Company, Mr. Vishal Agarwal, Vice Chairman

& Managing Director (DIN: 00121539), retires by rotation at

the forthcoming Annual General Meeting and being eligible

offers himself for re-appointment. The Board has recommended

his re-appointment.

Mr. Shiv Dayal Kapoor (DIN 00043634), Mr. Debi Prasad Bagchi

(DIN: 00061648), Mr. Pratip Chaudhuri (DIN 00915201) and

Ms. Gauri Rasgotra (DIN 06862334) have given declarations

confirming that they meet with the criteria of independence

as prescribed both under sub-section (6) of Section 149 of

the Companies Act, 2013 and under Clause 49 of the Listing

Agreement with the Stock Exchanges.

Mr. Saubir Bhattarcharyya (DIN: 01383195) was appointed as

Nominee Director (Nominee of State Bank of India (SBI)) on

10 February 2015. However, Mr. Bhattacharyya resigned from

his office w.e.f. 6 April 2015. SBI has thereafter nominated Mr.

Manas Kumar Nag (DIN 02058292) as its Nominee Director

and the Board had accordingly appointed him as the Nominee

Director w.e.f. 14 August 2015.

Mr. Manoj Kumar Digga (DIN 01090626) has been appointed

as the Wholetime Director designated as Director (Finance)

& Chief Financial Officer of the Company for a period of 3

(three) years w.e.f. 14 August 2015. The appointment and

remuneration payable to him require the approval of the

Members at the ensuing Annual General Meeting.

Subsequent to the year end, Mr. Punkaj Kumar Bajaj (DIN

02216069) Joint Managing Director & CEO (Steel Business)

had expressed his desire to seek voluntary retirement from

the services of the Company. The Board had accordingly,

accepted his request and he was relieved from the services of

the Company from the close of business hours on Monday, 14

September 2015.

Mr. Manoj Kumar (DIN 06823891) has been appointed as the

Wholetime Director designated as Director (Kalinganagar) of

24


the Company for a period of 3 (three) years w.e.f. 15 September

2015. The appointment and remuneration payable to him

require the approval of the Members at the ensuing Annual

General Meeting.

Mr. Kishore Kumar Mehrotra (DIN 02894045) has been appointed

as the Additional Director (Non Executive, Independent) of the

Company w.e.f. 12 November 2015. The Company has received

Notice under Section 160 of the Companies Act, 2013, along with

required deposit, from a member proposing his candidature for the

office of Director (Non Executive, Independent) of the Company.

The Board has recommended his appointment as Independent

Director of the Company.

Brief resume` of the above Directors, nature of their expertise

in their specific functional areas, details of directorships in other

companies and the chairmanship / membership of committees

of the Board, as stipulated under Clause 49 of the Listing

Agreement with the Stock Exchanges are given in the Notice for

the ensuing Annual General Meeting.

Key Managerial PersonnelDuring the year, Mrs. Subhra Giri Patnaik, Company Secretary

and Compliance Officer of the Company resigned from the

services of the Company. The resignation was effective 23

November 2014.

Consequent to Mrs. Patnaik’s resignation, the Board appointed

Mr. Keshav Sadani as the Company Secretary and Compliance

Officer of the Company w.e.f. 23 May 2015.

BOARD EVALUATIONThe Board carried out an annual performance evaluation of

its own performance, the individual Directors as well as the

Board Committees, in due compliance with the provisions of

the Companies Act, 2013 and the Listing Agreement. The

performance evaluation of the Independent Directors was

carried by the entire Board and the performance evaluation of

the Chairman and Non – Independent Directors was carried out

by the Independent Directors.

The Board evaluation was carried out in accordance with the

criteria laid down in the Nomination and Remuneration policy

of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENTIn terms of the provisions of Section 134(5) of the Companies

Act, 2013, your Directors to the best of their knowledge and

ability confirm:

(a) that in the preparation of the annual accounts, the

applicable accounting standards had been followed along

with proper explanation relating to material departures;

(b) that the directors have selected such accounting policies

and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the company as

at 31 March 2015 and of the loss of the company for that

period;

(c) that proper and sufficient care for the maintenance of

adequate accounting records in accordance with the

provisions of the Companies Act, 2013, for safeguarding

the assets of the company and for preventing and

detecting fraud and other irregularities;

(d) that the annual accounts had been prepared on a going

concern basis;

(e) that the directors have laid down internal financial controls

to be followed by the company and that such internal

financial controls are adequate and were operating

effectively; and

(f) that proper systems have been devised to ensure

compliance with the provisions of all applicable laws

and that such systems were adequate and operating

effectively.

AUDIT COMMITTEEThe Audit Committee comprises of 3 (three) Non Executive

Independent Directors. Mr. Shiv Dayal Kapoor is the Chairman

of the Audit Committee. The members of the Committee

possess adequate knowledge of Accounts, Audit and Finance,

among others. The composition of the Audit Committee meets

the requirements as per Section 177 of the Companies Act,

2013 and of Clause 49 of the Listing Agreement and is detailed

in the Corporate Governance Report forming part of this Annual

Report.

All recommendations made by the Audit Committee during

the financial year 2014 - 15 were accepted by the Board of

Directors of the Company.

CEO / CFO CERTIFICATION As required under Clause 49 (V) of the Listing Agreement with

the Stock Exchanges, Mr. Punkaj Kumar Bajaj, erstwhile Joint

Managing Director & CEO (Steel Business) and Mr. Manoj

Kumar Digga, Wholetime Director designated as Director

(Finance) & Chief Financial Officer of the Company have

certified to the Board regarding the Financial Statements for the

year ended 31 March 2015, which is annexed to this Report

AuditorsStatutory Auditors and Auditors ReportThe members of the Company had, at the 18th Annual General

Meeting of the members of the Company held on 24 December

25


2014, approved the appointment of M/s. Lovelock & Lewes,

Chartered Accountants as Statutory Auditors of the Company to

hold office from the conclusion of that Annual General Meeting

till the conclusion of 21st Annual General Meeting, subject to

ratification by members at every Annual General Meeting.

Accordingly, the existing appointment of M/s. Lovelock & Lewes,

Chartered Accountants, as Statutory Auditors of the Company

is placed for ratification by shareholders at the ensuing annual

general meeting.

In compliance with Section 139 and other applicable provisions

of the Companies Act, 2013, the Company has obtained a

written consent from the Auditors and also a certificate to the

effect that their appointment, if ratified, would be in accordance

with the conditions prescribed under the Act.

The para-wise management response to the qualifications /

observations made in the Independent Auditors Report is stated

as under:

1. As regards the para 8 of the Independent Auditors Report,

attention is drawn to Note no. 34 of the Notes of the

Accounts of the Standalone Account which is self-explanatory.

2. Attention is drawn to para 10 of the Independent Auditors

Report regarding matter of emphasis. The clarification of

the same is provided in Note no. 44 of the Notes of the

Accounts of the Standalone Accounts.

3. As regards the para (iii) of the Annexure to the

Independent Auditors Report, your Directors report that

Ghotaringa Minerals Ltd, subsidiary of the Company could

not pay the interest of Rs. 1.99 Million as at financial year

end 31 March 2015, due to financial constraints and has

assured that the same will be paid during the financial

year 2015-16.

4. The Auditors’ observation in para (viii) of the Annexure to the

Auditors’ Report that the accumulated losses of the Company

exceeds fifty present of its net worth as at 31 March 2015

and it had incurred cash losses in the financial year ended

on that date and immediate preceding financial year. The

Scheme of Arrangement under Sections 391 to 394 of the

Companies Act, 1956 for transfer of its Special Steel Business

to VISA Special Steel Limited, subsidiary of the Company

for proper focus on Special Steel Business and to facilitate

attracting Investors is in the final stage of consideration by

the Hon’ble High Court of Judicature of Orissa at Cuttack.

Considering the improvement in the scenario and the

outcome pursuant to this transfer the Company is not

referring the matter to the competent authority;

5. The Auditors observation in para (ix) of the Annexure to

the Auditors report regarding dues to financial institution

and banks aggregating Rs. 2,518.24 million as mentioned

in Note 5D were due to severe liquidity crisis being faced by

the Company on account of continued cash losses incurred.

Internal AuditorsIn terms of the provisions of Section 138 of the Act, M/s. L B

Jha & Company, Independent Chartered Accountants were

appointed as Internal Auditors of the Company for the financial

year 2014-15. The Audit Committee in consultation with the

Internal Auditors formulates the scope, functioning, periodicity

and methodology for conducting the Internal Audit. The Audit

Committee, interalia, reviews the Internal Audit Report.

The Board has re-appointed M/s. L. B. Jha & Company,

Independent Chartered Accountants as Internal Auditors of the

Company for the financial year 2015-16.

Secretarial AuditorsPursuant to Section 204 of the Companies Act, 2013 and The

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Board of Directors of the Company

had appointed CS Manoj Kumar Banthia of M/s. M K B &

Associates, Practicing Company Secretaries, as its Secretarial

Auditor to undertake the Secretarial Audit for the financial year

2014 -15. The report of the Secretarial Auditor in specified

form MR-3, is annexed herewith as Annexure I and forms part

of this report. The report does not contain any observation or

qualification or adverse remarks.

The Board has re-appointed CS Manoj Kumar Banthia of M/s. M

K B & Associates, Practicing Company Secretaries, as Secretarial

Auditors of the Company for the financial year 2015 – 16.

Cost AuditorsAs per Section 148 of the Companies Act, 2013, the Board of

Directors has appointed, M/s. DGM & Associates, (Registration

No.00038), Cost Accountants, Kolkata as Cost Auditors of the

Company, to carry out the cost audit of the products (Pig Iron

& Pig Scrap, Ferro Alloy and Sponge Iron) manufactured by the

Company for the financial year ending 31 March 2016.

The Cost Audit Report for the year 2013-14 has been filed under

XBRL mode within the due date of filing.

RISK MANAGEMENTThe volatility in the global economy and the increasingly

complex interplay of factors influencing the business makes

Risk Management an inevitable exercise and to cater to the

same, your Company has identified major focus areas for risk

management to ensure organisational objectives are achieved

and has a robust policy along with well-defined and dynamic

structure and proactive approach to assess, monitor and

mitigate risks associated with the business.

26


SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTSThere are no significant material orders passed by the

Regulators / Courts which would impact the going concern

status of your Company and its future operations.

INTERNAL CONTROL SYSTEMYour Company has adequate system of internal control

procedures commensurate with its size and the nature of

business. The internal control systems of the Company are

monitored and evaluated by the Internal Auditors and their

audit reports are periodically reviewed by the Audit Committee

of the Board of Directors of the Company.

Your Company manages and monitors the various risks and

uncertainties that can have adverse impact on the Company’s

Business. Your Company is giving major thrust in developing and

strengthening its internal audit so that risk threat can be mitigated.

RELATED PARTY TRANSACTIONSAll related party transactions entered into during FY 2014-15 were

on arm’s length basis and also in the ordinary course of business.

No related party transactions were made by the Company with

Promoters, Directors, Key Managerial Personnel or other designated

persons during FY 2014-15, except those reported.

All Related Party Transactions were placed before the Audit

Committee for approval. Prior omnibus approval of the

Audit Committee was obtained on a yearly basis for the

transactions which were of foreseen and repetitive in nature.

The transactions entered into pursuant to the omnibus approval

so granted were audited and a statement giving details of

all related party transactions was placed before the Audit

Committee for its approval on a quarterly basis. The policy

on Related Party Transactions as approved by the Board is

uploaded on the Company’s website at: www.visasteel.com.

Information on transaction with related parties is given in Form

AOC-2, Annexure II and the same forms part of this report.

None of the Directors or KMP has any pecuniary relationships or

transactions vis-à-vis the Company during FY 2014-15.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOInformation pursuant to Section 134(3)(m) of the Companies

Act, 2013 read with the Companies (Accounts) Rules, 2014 in

respect of Conservation of Energy and Technology Absorption

and Foreign Exchange Earnings and Outgo is given in Annexure

III forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTSDetails of loans, guarantees and investments covered under the

provisions of Section 186 of the Companies Act, 2013 are given

in the notes to the financial Statements.

HUMAN RESOURCESThe Company has formulated a detailed Code of Conduct

in order to practice ethical behavior and sound conduct to

establish the principles that guide our daily actions. Ethical

conduct is the cornerstone of how the Company does business.

The Company is committed to creating a healthy work

environment that enables employees to work without fear

of prejudice, gender bias, sexual harassment and all forms of

intimidation or exploitation. It is committed to provide a work

environment that ensures every employee, is treated with

dignity and respect.

The Company recognizes Human Resource as its most

important assets and is constantly engaged in enriching the

value and developing competencies of Human Resources

through various development & training programmes. We

improve our team building and encourage family bonding

through various employee engagement social activities.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATIONThe information required under Section 197(12) of the

Companies Act, 2013, read with Rule 5(2) & 5(3) of the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 (the Rules) are set out in Annexure IV

to this Report. However, as per the provisions of Section 136

of the Companies Act, 2013, the Annual Report excluding the

aforesaid information is being sent to all the members of the

Company and others entitled thereto. The said information is

available for inspection at the registered office of the Company

during working hours. Any member interested in obtaining a

copy of the statement may write to the Company.

The disclosure pertaining to remuneration of Directors, Key

Managerial Personnel and employees as required under Section

197(12) of the Act read with Rule 5(1) of the Rules are provided

in Annexure IVB to this report.

EMPLOYEES STOCK OPTIONThe Company has a ESOP Scheme in place titled Employee

Stock Option Scheme 2010 (ESOP Scheme 2010), for

permanent employees including any Director, whether whole-

time or otherwise, of the Company, its subsidiaries and the

Holding Company to be administered by the Nomination

and Remuneration Committee of the Board of Directors of

the Company. ESOP Scheme 2010 provides an incentive to

attract, retain and reward the employees and enable them

to participate in future growth and financial success of the

Company. Each option confers a right upon the employee to

apply for one equity share of the Company.

During the year under review, 120,469 Stock Options have

vested with the specified employees of the Company and its

subsidiary (ies) under the ESOP Scheme 2010 and 403,895

Stock Options have lapsed till 31 March 2015. As on 31 March

2015, none of the Options have been exercised.

27


The particulars with regard to ESOP scheme as on 31 March

2015, as required to be disclosed pursuant to the provisions

of Rule 12(9) of the Companies (Share Capital & Debentures)

Rules, 2014 are set out in Annexure V to this Report.

A Certificate from the Statutory Auditors with regard to the

implementation of ESOP Scheme 2010 would be placed at the

forthcoming Annual General Meeting.

DEPOSITSThe Company has not accepted or renewed any deposits during

the year under review.

CONSOLIDATED FINANCIAL STATEMENTIn terms of Clause 32 of the Listing Agreement with Stock

Exchanges, Consolidated Financial Statement, conforming to

Accounting Standard 21 issued by the Institute of Chartered

Accountants of India, is attached as a part of the Annual Report.

CORPORATE GOVERNANCE The Company is committed in maintaining the highest standards

of Corporate Governance and adheres to the stipulations

prescribed under Clause 49 of the Listing Agreement with

the Stock Exchanges. A Report on Corporate Governance &

Shareholder Information together with the Auditors’ Certificate

thereon is annexed as part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSISA detailed analysis of the Industry and Company Outlook,

Company’s operations, project review, risk management,

strategic initiatives and financial review & analysis, as

stipulated under Clause 49 of the Listing Agreement with the

Stock Exchanges is presented under a separate section titled

“Management Discussion and Analysis” forming part of the

Annual Report.

EXTRACT OF THE ANNUAL RETURNThe details forming part of the extract of the Annual Return in

Form MGT 9 as per provisions of Companies Act, 2013 and rules

thereto is annexed to this report as Annexure VI.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)The Company has a Vigil Mechanism / Whistle Blower Policy to

deal with instances of fraud and mismanagement, if any. The

policy provides for adequate safeguards against victimization of

employees and / or Directors and also provides for direct access

to the Chairman of the Audit Committee. The Policy is uploaded

on the website of the Company at : www.visasteel.com.

CORPORATE SOCIAL RESPONSIBILITY POLICY The Corporate Social Responsibility (CSR) policy recommended

by the Corporate Social Responsibility Committee had been

approved by the Board of Directors. The CSR policy is available

on the website of the Company at: www.visasteel.com and is

also attached to this report as Annexure VII.

During the year, the CSR initiatives undertaken by the Company,

although not mandatory under Section 135 of the Act read with

Companies (Corporate Social Responsibility Policy) Rules 2014,

are detailed in the Annual Report.

NOMINATION AND REMUNERATION POLICYIn terms of the requirement of Section 178 of the Companies

Act, 2013, on the recommendation of the Nomination and

Remuneration Committee, the Board has approved the

Nomination and Remuneration policy of the Company. The

Nomination and Remuneration policy is attached to the Board’s

Report as Annexure VIII.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013The Company has zero tolerance towards sexual harassment at

the workplace and has adopted a policy on prevention, prohibition

and redressal of sexual harassment at workplace in line with the

provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and the Rules

thereunder. The Company has not received any complaint of

sexual harassment during the financial year 2014-15.

ACKNOWLEDGEMENTYour Directors record their sincere appreciation for the

assistance, support and guidance provided by banks,

financial institutions, customers, suppliers, regulatory &

government authorities, project & other business associates

and stakeholders. The Directors also commend the continuing

commitment and dedication of the employees at all levels

which has been critical for the Company’s growth. The Directors

look forward to their continued support in future.

Your Directors value your involvement as shareholders and look

forward to your continuing support.

For and on behalf of the Board

Vishal Agarwal

Vice Chairman & Managing Director

Kolkata Manoj Kumar Digga

13 November 2015 Wholetime Director designated as Director

(Finance) & Chief Financial Officer

28


To

The Members,

VISA Steel Limited

I have conducted the secretarial audit of the compliance of

applicable statutory provisions and the adherence to good

corporate practices by M/s VISA Steel Limited (hereinafter called

“the Company”). Secretarial Audit was conducted in a manner

that provided us a reasonable basis for evaluating the corporate

conducts/statutory compliances and expressing my opinion

thereon.

The Company’s Management is responsible for preparation and

maintenance of secretarial and other records and for devising

proper systems to ensure compliance with the provisions of

applicable laws and Regulations.

Based on my verification of the books, papers, minute books,

forms and returns filed and other records maintained by the

Company and also the information provided by the Company,

its officers, agents and authorized representatives during the

conduct of secretarial audit, I hereby report that in my opinion,

the Company has, during the audit period covering the financial

year ended on 31st March, 2015 complied with the statutory

provisions listed hereunder and also that the Company has

proper Board-processes and compliance- mechanism in place

to the extent, in the manner and subject to the reporting made

hereinafter:

I have examined the books, papers, minute books, forms and

returns filed and other records maintained by the Company for

the financial year ended on 31st March, 2015, to the extent

applicable, according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made

thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 and Rules

made thereunder;

iii) The Depositories Act, 1996 and Regulations and Bye-laws

framed thereunder;

iv) Foreign Exchange Management Act, 1999 and the Rules

and Regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct investment and

External Commercial Borrowings;

v) The Regulations and Guidelines prescribed under the

Securities & Exchange Board of India Act, 1992 (“SEBI

Act”) or by SEBI, to the extent applicable:

a) The Securities & Exchange Board of India

(Substantial Acquisition of Shares and Takeover)

Regulations, 2011

b) The Securities & Exchange Board of India

(Prohibition of Insider Trading) Regulations, 1992

c) The Securities & Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations,

2009

d) The Securities & Exchange Board of India (Employee

Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999

e) The Securities & Exchange Board of India (Issue and

listing of Debt securities) Regulations, 2008

f) The Securities & Exchange Board of India (Registrars

to an Issue and Share Transfer Agents) Regulations,

1993

g) The Securities & Exchange Board of India (Delisting

of Equity Shares) Regulations, 2009

h) The Securities & Exchange Board of India (Buyback

of Securities) Regulations, 1998

ANNEXURE ‘I’ TO THE DIRECTORS’ REPORT

Secretarial Audit Report Form No. MR-3For the Financial year ended 31st March, 2015[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

29


vi) As identified by the Management, no laws/acts are

specifically applicable to the Company.

I have also examined compliance with the applicable clauses of

the following:

a) Secretarial Standards issued by The Institute of Company

Secretaries of India.

b) The Listing Agreements entered into by the Company with

BSE Limited and the National Stock Exchange of India

Limited.

During the period under review the Company has generally

complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above.

I further report that

a) The Board of Directors of the Company is duly constituted

with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. The changes in

the composition of the Board of Directors that took

place during the period under review were carried out in

compliance with the provisions of the Act.

b) Adequate notice is given to all directors to schedule the

Board Meetings, agenda and detailed notes on agenda

were sent at least seven days in advance, and a system

exists for seeking and obtaining further information and

clarifications on the agenda items before the meeting and

for meaningful participation at the meeting.

c) None of the directors in any meeting dissented on any

resolution and hence there was no instance of recording

any dissenting member’s view in the minutes.

I further report that subject to our observation above there are

adequate systems and processes in the Company commensurate

with the size and operations of the Company to monitor and

ensure compliance with applicable laws, rules, regulations

and guidelines.

I further report that during the audit period the Company has

passed following special resolutions which authorize the Board

to exercise powers in relation thereto, but presently do not have

any major bearing on the Company’s affairs:

(i) Increase in borrowing limits under section 180(1)(c) of the

Companies Act, 2013.

(ii) Sell, lease or dispose of whole or substantially the whole of

the undertaking of the Company under section 180(1)(a)

of the Companies Act 2013.

I further report that there are two schemes of arrangement

pursuant to Section 391/394 of the Companies Act, 1956 which

are pending adjudication before the Hon’ble High Court of

Orissa.

(a) The Company Petition being CP no. 17 of 2014, which

inter alia, envisages transfer of Special Steel Undertaking

of the Company with all its assets and liabilities, into VISA

Special Steel Limited. The Appointed Date of the Scheme

is 1st April 2013.

(b) The Company Petition being CP no. 110 of 2014 which

inter alia, envisages amalgamation of Kalinganagar

Special Steel Private Limited with the Company. The

Appointed Date of the Scheme is 31st March 2014.

This report is to be read with my letter of even date which is

annexed as Annexure –I which forms an integral part of this

report.

For MKB & Associates

Company Secretaries

Manoj Kumar Banthia[Proprietor]

Kolkata ACS no. 11470

13 November 2015 COP no. 7596

30


ANNEXURE – 1

To

The Members,

VISA Steel Limited

My report of even date is to be read along with this letter.

1. It is management’s responsibility to identify the Laws, Rules, Regulations, Guidelines and Directions which are applicable to the

Company depending upon the industry in which it operates and to comply and maintain those records with same in letter and

in spirit. My responsibility is to express an opinion on those records based on our audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness

of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in

secretarial records. We believe that the process and practices I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management’s Representation about the compliance of Laws, Rules, Regulations,

Guidelines and Directions and happening events, etc.

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness

with which the management has conducted the affairs of the Company.

For MKB & Associates

Company Secretaries

Manoj Kumar Banthia[Proprietor]

Date: 13 November 2015 ACS no. 11470

Place: Kolkata COP no. 7596

31


ANNEXURE ‘II’ TO THE DIRECTORS’ REPORTForm No. AOC-2(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis

(a) Name(s) of the related party and nature of relationship :

Not Applicable

(b) Nature of contracts/arrangements/ transactions :

(c) Duration of the contracts/arrangements/ transactions :

(d) Salient terms of the contracts or arrangements or transactions

including the value, if any.:

(e) Justification for entering into such contracts or arrangements or

transactions

:

(f) Date(s) of approval by the Board :

(g) Amount paid as advances, if any :

(h) Date on which the special resolution was passed in general

meeting as required under first proviso to section 188

:

2. Details of material contracts or arrangements or transactions at arm’s length

(a) Name(s) of the related party and nature of relationship : VISA Resources India Limited, Fellow subsidiary

(b) Nature of contracts/arrangements/ transactions : Sale and purchase of goods and services

(c) Duration of the contracts/arrangements/ transactions : On Quarterly basis

(d) Salient terms of the contracts or arrangements or transactions

including the value, if any.

: In the Ordinary course of business and on arm’s

length basis

(e) Date(s) of approval by the Board : In the quarterly meetings of the Board

(f) Amount paid as advances, if any : Nil

32


ANNEXURE ‘III’ TO THE DIRECTORS’ REPORT

Particulars of Energy Conservation, Technology Absorption

and Foreign Exchange Earnings and Outgo required under the

Companies (Accounts) Rules, 2014

A. CONSERVATION OF ENERGY i. Steps taken or impact on conservation of energy 1. Full utilization of South African Non-Coking

Coal in DRI kilns, without rejecting fines,

by which the utilization in the process is

100%. This helped in reducing the specific

consumption of Coal as well as cost of

production.

2. Direct feeding of Iron Ore Lumps from Iron Ore

Crushing Plant to raw material circuit ground

hopper in DRI by installation of new conveyor

to reduce transportation of size Iron Ore by

payloaders. In this process, the saving in diesel

consumption will be around Rs. 10 Lakhs per

annum.

3. Utilization of waste Char from DRI kiln process

(Approx- 26,500 MT) in CFBC boiler as fuel.

4. Installation of flare tip in Blast Furnace

chimney to reduce LPG consumption.

5. Replacement of HSD (High Speed Diesel) by

FO (Furnace Oil) in Ferro Chrome Complex-1 for

drying the briquette to reduce fuel cost.

ii. Steps taken by the Company for utilizing alternate sources of energy –

1. Utilizing solar energy for lighting and water

heating inside the Plant premises.

2. Utilizing Coal dust from dedusting unit of DRI

for steam generation in CFBC Boiler which was

earlier considered as waste.

iii. Capital investment on energy conservation equipment’s – Rs. 941.38 Million.

B. TECHNOLOGY ABSORPTION i. Efforts made towards technology absorption Research and Development:

a. Modification of carbon injection machine &

its relocation at EAF to reduce process time in

Steel Melt Shop.

b. Relocation of Pure Water Cooler PLC Panel

for continuous casting machine to Electro

Magnetic Separator Room & Modification

of Power & Control scheme to reduce Power

consumption in Steel Melt Shop.

ii. Benefits derived from key projects – a. Energy Saving.

b. Minimised Production Loss.

c. Low Machine Downtime.

iii. Information regarding imported technology (last three years)

a. Imported technology

2012-13 2013-14 2014-15Order for design &

supply of Sinter Plant

(36 Sq.Mtr) placed on

M/s.CIMM Group Co.

Ltd.(China)

NIL NIL

b. Year of Import: 2012-13.

c. Has technology been fully absorbed: Sinter

Plant is yet to be installed.

d. If not fully absorbed, areas where this has not

taken place, reasons there for and future plan

of action: Sinter plant technology is under initial

stage (yet to be installed).

iv. Expenditure on Research & Development – No

major expenditure. All the R&D related work was

done inhouse.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. Million)

Particulars 2014-15 2013-14Foreign Exchange Earning 2,548.95 4,168.48

Foreign Exchange Outgo 606.34 891.57

33


ANNEXURE ‘IV’ B

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1) Ratio of the remuneration of each Director to the median

remuneration of all the employees of the Company for the

financial year 2014-15:

Sl. No. Name of the Director RatioExecutive Directors1 Mr. Vishambhar Saran1 50.76:1

2 Mr. Vishal Agarwal1 50.13:1

3 Mr. Punkaj Kumar Bajaj2 29.79:1

Independent Directors1 Mr. Shiv Dayal Kapoor 0.81:1

2 Mr. Debi Prasad Bagchi 0.72:1

3 Mr. Pratip Chaudhuri3 0.27:1

4 Ms. Gauri Rasgotra4 0.18:1

5 Mr. Pradip Kumar Khaitan5 -

6 Mr. Shanti Narain6 0.12:1

7 Mr. Maya Shanker Verma7 0.54:1

Non Executive Directors1 Mr. Subrato Trivedi8 0.42:1

2 Mr. Saubir Bhattarcharyya9 0.06:1

Note:1. Mr. Vishambhar Saran, Wholetime Director designated

as Chairman and Mr. Vishal Agarwal, Vice Chairman &

Managing Director of the Company had voluntarily reduced

their salary retrospectively w.e.f. 1 April 2014.

2. Mr. Punkaj Kumar Bajaj, Joint Managing Director & CEO

(Steel Business) had voluntarily retired from the services of

the Company w.e.f. the close of business hours of

14 September 2015.

3. Mr. Pratip Chaudhuri has been appointed as Independent

Director on the Board of Directors of the Company w.e.f.

1 October 2014.

4. Ms. Gauri Rasgotra has been appointed as Independent

Director on the Board of Directors of the Company w.e.f.

26 September 2014.

5. Mr. Pradip Kumar Khaitan, Independent Director resigned from

the Board of Directors of the Company w.e.f. 29 May 2014.

6. Mr. Shanti Narain, Independent Director resigned from the

Board of Directors of the Company w.e.f. 30 June 2014.

7. Mr. Maya Shanker Verma, Independent Director resigned

from the Board of Directors of the Company w.e.f. the close

of business hours of 24 December 2014.

8. Mr. Subrato Trivedi, Non Executive Director retired from the

Board of Directors of the Company w.e.f. 24 December 2014.

9. Mr. Saubir Bhattacharyya had been appointed as Nominee

Director w.e.f. 10 February 2015 and he ceased to be the

Nominee Director w.e.f. 6 April 2015.

2) Percentage increase in remuneration of each Director,

Chief Financial Officer, Chief Executive Officer, Company

Secretary or Manager, in the financial year 2014 – 15:

There has been no increase in the remuneration of the

Directors, Chief Financial Officer, Chief Executive Officer

during the financial year 2014 – 15.

Further, Mr. Vishambhar Saran, Wholetime Director

designated as Chairman and Mr. Vishal Agarwal, Vice

Chairman & Managing Director of the Company have

volunteered to reduce their salary, retrospectively, w.e.f. 1

April 2014. The proposal was approved by the Board of

Directors at its meeting held on 15 September 2015.

Mrs. Subhra Giri Patnaik, ceased to be the Company

Secretary of the Company w.e.f. 23 November 2014. There

has been no increase in her remuneration during 2014 – 15.

3) The percentage increase in the median remuneration of

employees in the financial year:

6.03%.

4) The number of permanent employees on the rolls of the

Company as on 31 March 2015:

1,101.

5) The explanation on the relationship between average

increase in remuneration and Company performance:

The average increase in remuneration of 6.03% in the

remuneration given to the employees was in accordance

with the Company’s policy. The average increase is guided

by factors like inflation, individual performances, industry

standards and external competitiveness.

34


6) Comparison of Remuneration of the Key Managerial

Personnel(s) against the performance of the Company:

Particulars (Rs. Million) Aggregate remuneration of KMP in

Financial Year 2014-15

55.05

Gross Revenue 9,221.57

Remuneration of KMPs

(as % of revenue)

0.60%

7) Variations in the market capitalization of the Company,

price earning ratio as at the closing date of the current

financial year and previous financial year and percentage

increase over decrease in the market quotations of the

shares of the Company in comparison to the rate at which

the Company came out with the last public offer:

Sl. No. Particulars (Rs. In Millions)1 Market Cap (Mcap) variation

Mcap as at 31 March 2015 1,661.00

Mcap as at 31 March 2014 1,798.50

Variation in Mcap in

FY 2014 – 15 (in %)

(7.65)

2 Price to Earning Ratio (PE)

PE as at 31 March 2015

(Market price / EPS)NA

PE as at 31 March 2014

(Market price / EPS)NA

Variation in PE in

FY 2014 – 15 (in %)NA

Sl. No. Particulars (Rs. In Millions)3 % Increase / Decrease from

last public offer

Initial Public Offer price per

share (February 2006)57.00

Market price as at

31 March 201515.10

% decrease from IPO (73.51)

Note: 1. Given that the consolidated EPS as on 31 March 2015

and 31 March 2014 are negative, PE as on 31 March

2015 and 31 March 2014 are shown as NA.

2. Closing price of the equity shares of the Company

at National Stock Exchange of India Limited as on

31 March 2015 and 31 March 2014, have been

considered.

8) Average percentile increase already made in the salaries

of employees other than the managerial personnel in the

last financial year and its comparison with the percentile

increase in the managerial remuneration and justification

thereof and point out if there are any exceptional

circumstances for increase in the managerial remuneration:

Average percentile increase in Salary of the Company’s

employees for the financial year 2014 – 15 was 6.03%.

Further, there has been no increase in the managerial

remuneration during the financial year 2014 – 15.

9) Comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company:

Sl. No. Particulars Key Managerial PersonnelMr. Vishambhar

Saran, Wholetime

Director designated as

Chairman

Mr. Vishal Agarwal, Vice Chairman & Managing

Director

Mr. Punkaj Kumar Bajaj,

Joint Managing Director & CEO (Steel Business)

Mr. Manoj Kumar

Digga, CFO

Mrs. Subhra Giri Patnaik,

Company Secretary1

1 Remuneration for the

financial year 2014 – 15

(Rs. in millions)

16.91 16.69 9.92 10.00 1.53

2 Gross Revenue

(Rs. in millions) 9,221.57

3 Remuneration as a % of the

gross revenue0.18 0.18 0.11 0.11 0.02

Note:1. Mrs. Subhra Giri Patnaik, ceased to be the Company Secretary of the Company w.e.f. 23 November 2014.

35


10) The ratio of the remuneration of the highest paid director

to that of the employees who are not directors but receive

remuneration in excess of the highest paid director during

the year:

Not applicable since no employee of the Company receives

remuneration in excess of the highest paid Director.

11) The key parameters for any variable component of

remuneration availed by the Directors:

ANNEXURE ‘V’ TO THE DIRECTORS’ REPORT

Annexure to the Directors’ Report on Employee Stock Option SchemeDisclosure Pursuant to Clause 12(9) of The Companies (Share Capital and Debentures) Rules, 2014, as at 31 March 2015:

During the year under review, Mr. Punkaj Kumar Bajaj,

erstwhile Joint Managing Director & CEO (Steel Business)

was entitled to Performance Bonus of Rs. 2,000,000/-

subject to achievement of the KRA parameters. The

performance bonus is approved by the Board of Directors

and will be paid after adoption of annual account by the

members of the Company.

12) Remuneration is as per the Nomination and Remuneration

policy of the Company.

Sl. No. Particulars Employee Stock Option Scheme 2010(a) Options granted Options granted in the Financial Year 2014-15 – NIL

Options granted in the Financial Year 2013-14 – NIL



Options granted in the Financial

Year 2010-11 – Grant A: 900,000

(b) Options vested 580,167

(c) Options exercised NIL

(d) The total number of Equity Shares arising as a result of exercise of option Not applicable

(e) Options lapsed 403,895

(f) Exercise Price Rs. 46.30

(g) Variation of terms of options Not applicable

(h) Money realised by exercise of options during the year (Rs.) NIL

(i) Total number of options in force 496,105

(j) Employee wise details of options granted to:-

(i) Key Managerial Personnel during the year; NIL

(ii) any other employee who received a grant in any one year of option

amounting to 5% or more of options granted during that year

NIL

(iii) identified employees who were granted option, during any one

year, equal to or exceeding 1% of the issued capital (excluding

outstanding warrants and conversions) of the company at the

time of grant

NIL

36


ANNEXURE VI TO THE DIRECTORS’ REPORTForm No. MGT-9

Extract of Annual ReturnAs on the financial year ended on 31.03.2015

of

VISA STEEL LIMITED[Pursuant to Section 92(3) of the Companies Act, 2013

and

Rule 12(1) of the Companies (Mgt. and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:i) CIN L51109OR1996PLC004601

ii) Registration Date [DDMMYY] 10 September 1996

iii) Category/Sub Category of the Company Public Company Limited by Shares

iv) Address of the Registered Office and contact details 11 Ekamra Kanan, Nayapalli,

Bhubaneswar – 751 015

Tel: + 91 674 2552 479-84

Fax: + 91 674 2554 661-62

Email: [email protected]

v) Whether listed Company

Yes / NoYes

vi) Name, Address and Contact details of Registrar & Transfer Agents, if any Karvy Computershare Private Limited,

Karvy Selenium, Tower- B,

Plot No 31 & 32, Gachibowli,

Financial district, Nanakramguda,

Hyderabad – 500032.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total

turnover of the company shall be stated)

Sl. No.

Name and Description of main products / services

NIC Code of the Product/service % to total turnover of the company

1 Manufacture of basic metals 24 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No.

Name and Address of the Company CIN/GLN Holding/ Subsidiary / Associate

% of shares

held

Applicable section of

Companies Act, 2013

1 VISA Infrastructure Limited,

8/10 Alipore Road, Kolkata – 700 027

U74900WB2007PLC118834 Holding 53.37% 2(46)

2 VISA BAO Limited, “VISA House”,

11 Ekamra Kanan, Nayapalli,


U27101OR2008PLC009790 Subsidiary 65.00% 2(87)(ii)

3 VISA SunCoke Limited, VISA House,




4 Ghotaringa Minerals Limited, No.

11, VIP Colony, Nayapalli, Bhubaneswar – 751 015


5 Kalinganagar Special Steel Private Limited,

VISA House, 11 Ekamra Kanan, Nayapalli,


U27100OR2013PTC016907 Wholly owned

Subsidiary

100.00% 2(87)(ii)

37


Sl. No.

Name and Address of the Company CIN/GLN Holding/ Subsidiary / Associate

% of shares

held

Applicable section of

Companies Act, 2013

6 Kalinganagar Chrome Private Limited, VISA House,



U27100OR2013PTC017080 Wholly owned

Subsidiary

100.00% 2(87)(ii)

7 VISA Ferro Chrome Limited, VISA House,



U27310OR2013PLC017186 Step down

subsidiary

100.00% 2(87)(ii)

8 VISA Special Steel Limited, VISA House,



U27100OR2012PLC015729 Step down

subsidiary

100.00% 2(87)(ii)

9 VISA Urban Infra Limited, 8/10 Alipore Road,

Kolkata – 700 027

U55101WB2010PLC144874 Associate

Company

26.00%* 2(6)

Note: * VISA Urban Infra Limited is a joint venture in which the Company hold 26% in the paid up equity share capital of the

Company.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year% Change during

the year Demat Physical Total% of Total

SharesDemat Physical Total

% of Total

SharesA. Promoters

(1) Indiana) Individual/ HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. 82,500,000 - 82,500,000 75.00 82,500,000 - 82,500,000 75.00 0.00

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total (A)(1) 82,500,000 - 82,500,000 75.00 82,500,000 - 82,500,000 75.00 0.00(2) Foreign a) Individual/ HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total (A)(2) - - - - - - - - -Total shareholding of Promoter (A) 82,500,000 - 82,500,000 75.00 82,500,000 - 82,500,000 75.00 0.00B. Public Shareholding1. Institutionsa) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies 500,111 - 500,111 0.46 500,111 - 500,111 0.46 -

g) FIIs 10,985,845 - 10,985,845 9.99 11,082,245 - 11,082,245 10.07 0.09

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-Total (B) (1):- 11,485,956 - 11,485,956 10.44 11,582,356 - 11,582,356 10.53 0.09

38


Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year% Change during

the year Demat Physical Total% of Total

SharesDemat Physical Total

% of Total

Shares2. Non-Institutionsa) Bodies Corp.

i) Indian 4,007,532 - 4,007,532 3.64 4,016,542 - 4,016,542 3.65 0.01

ii) Overseas - - - - - - - - -

b) Individuals - - - - - - - - -

i) Individual shareholders holding

nominal share capital upto Rs. 1 lakh6,419,805 216 6,420,021 5.84 6,344,553 216 6,344,769 5.77 (0.07)

ii) Individual shareholders holding

nominal share capital in excess of

Rs. 1 lakh

5,211,558 - 5,211,558 4.74 5,209,771 - 5,209,771 4.74 0.00

c) Others (specify)

Non Resident Indians 344,485 - 344,485 0.31 338,168 - 338,168 0.31 0.00

Overseas Corporate Bodies - - - - - - - - -

Foreign Nationals - - - - - - - - -

Clearing Members 30,448 - 30,448 0.03 8,394 - 8,394 0.01 (0.02)

Trusts - - - - - - - - -

Foreign Bodies - D R - - - - - - - - -

Sub-total (B)(2):- 16,013,828 216 16,014,044 14.56 15,917,428 216 15,917,644 14.47 (0.09)Total Public Shareholding(B)=(B)

(1) + (B) (2) 27,499,784 216 27,500,000 25.00 27,499,784 216 27,500,000 25.00 0.00

C.Shares held by custodian for

GDRs and ADRs - - - - - - - - -

Grand Total (A+B+C) 109,999,784 216 110,000,000 100.00 109,999,784 216 110,000,000 100.00 0.00

ii) Shareholding of Promoters-

Sl.

No.

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in

share holding

during the

year

No. of Shares % of total Shares

of the company

%of Shares Pledged

/ encumbered to

total shares

No. of

Shares

% of total

Shares of the

company

%of Shares

Pledged /

encumbered to

total shares

1 VISA Infrastructure Limited 58,712,167 53.37 75.60 58,712,167 53.37 75.60 0.00

2 VISA International Limited 23,787,833 21.63 100.00 23,787,833 21.63 100.00 0.00

TOTAL 82,500,000 75.00 82.64 82,500,000 75.00 82.64 0.00

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No.

Change in Promoters’ Shareholding Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company


1 VISA Infrastructure LimitedAt the beginning of the year 58,712,167 53.37 58,712,167 53.37

Date wise Increase /

No Change

Decrease in Promoters

Shareholding during the year specifying

the reasons for increase /decrease

(e.g. allotment / transfer / bonus/ sweat

equity etc.)

At the end of the year (31.03.2015) 58,712,167 53.37 58,712,167 53.37

39


Sl. No.

Change in Promoters’ Shareholding Shareholding at the beginning of the year




2 VISA International LimitedAt the beginning of the year 23,787,833 21.63 23,787,833 21.63

Date wise Increase /

No Change

Decrease in Promoters

Shareholding during the year specifying

the reasons for increase /decrease

(e.g. allotment /transfer / bonus/ sweat

equity etc.)


iv) Shareholding Pattern of top ten Shareholders: (other than Directors, Promoters and Holders of GDRs and ADRs)

Sl. No.

For Each of the Top 10 Shareholders Shareholding at the beginning of the year

Cumulative Shareholding during the Year



1 APMS Investment Limited* 4,998,087 4.54 4,998,087 4.54

At the beginning of the year

Increase / Decrease in shareholding

during the yearNo Change

At the end of the year (31.03.2015) 4,998,087 4.54 4,998,087 4.54* Name was changed from Mavi Investment Fund

Limited

2 LTS Investment Fund LimitedAt the beginning of the year 3,487,122 3.17 3,487,122 3.17




3 Dalmia Sec. Pvt. Ltd.At the beginning of the year 2,814,077 2.56 2,814,077 2.56




4 Cresta Fund LimitedAt the beginning of the year 2,497,036 2.27 2,497,036 2.27

Purchased during the year – April, 2014 100,000 0.09 2,597,036 2.36


5 Nishant DalmiaAt the beginning of the year 1,100,479 1.00 1,100,479 1.00




6 Vedant DalmiaAt the beginning of the year 1,100,000 1.00 1,100,000 1.00




7 Siddhant DalmiaAt the beginning of the year 1,100,000 1.00 1,100,000 1.00




40


Sl. No.

For Each of the Top 10 Shareholders Shareholding at the beginning of the year

Cumulative Shareholding during the Year



8 Gita Devi DalmiaAt the beginning of the year 584,440 0.53 584,440 0.53



At the end of the year (31.03.2015) 584,440 0.53 584,440 0.53

9United India Insurance Company LimitedAt the beginning of the year 500,111 0.46 500,111 0.46




10 Narain Prasad DalmiaAt the beginning of the year 277,072 0.25 277,072 0.25




V) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sl. No.

Shareholding of each Directors Shareholding at the beginning of the year




A Directors1 Mr. Vishambhar Saran


NILIncrease / Decrease in shareholding during the

year

At the end of the year (31.03.2015)

2 Mr. Vishal AgarwalAt the beginning of the year


year


3 Mr. Shiv Dayal KapoorAt the beginning of the year


year


4 Mr. Debi Prasad BagchiAt the beginning of the year


year


41


Sl. No.

Shareholding of each Directors Shareholding at the beginning of the year




5 Mr. Pratip Chaudhuri (appointed w.e.f. 1 October 2014)At the beginning of the year


year


6 Ms. Gauri Rasgotra(appointed w.e.f. 26 September 2014)At the beginning of the year


year


7 Mr. Punkaj Kumar BajajAt the beginning of the year


year


Directors Resigned during the year1 Mr. Pradip Kumar Khaitan

(ceased to be Director w.e.f. 29 May 2014)At the beginning of the year


year


2 Mr. Shanti Narain (ceased to be Director w.e.f. 30 June 2014)At the beginning of the year


year


3 Mr. Maya Shanker Verma (ceased to be Director w.e.f. 24 December 2014)At the beginning of the year 1,017 0.00 1,017 0.00

Increase / Decrease in shareholding during

the yearNIL

At the end of the year (31.03.2015) NA NA NA NA

4 Mr. Subrato Trivedi (ceased to be Director w.e.f. 24 December 2014)At the beginning of the year

NILIncrease / Decrease in shareholding during

the year


42


Sl. No.

Shareholding of each Key Managerial Personnel

Shareholding at the beginning of the year




B Key Managerial Personnel1 Mr. Manoj Kumar Digga


NILIncrease / Decrease in shareholding

during the year


2 Mrs. Subhra Giri Patnaik(ceased to be Company Secretary w.e.f. 23 November 2014)At the beginning of the year

NILIncrease / Decrease in shareholding

during the year


VI) INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Rs. in lacs)

Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount 238,874.56 - - 238,874.56

ii) Interest due but not paid 2,109.70 - - 2,109.70

iii) Interest accrued but not due 84.45 - - 84.45

Total (i+ii+iii) 241,068.71 - - 241,068.71Change in Indebtedness during the financial year* Addition 60,526.91 2,520.00 - 63,046.91

* Reduction 3,814.73 - - 3,814.73

Net Change 56,712.17 2,520.00 - 59,232.17 Indebtedness at the end of the financial yeari) Principal Amount 295,586.73 2,520.00 - 298,106.73

ii) Interest due but not paid 6,170.77 - - 6,170.77

iii) Interest accrued but not due 64.20 - - 64.20

Total (i+ii+iii) 301,821.70 2,520.00 - 304,341.70

43


VII) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(in Rs)

Sl. No.

Particulars of Remuneration Name of MD/WTD/ Manager Total AmountMr. Vishambhar

Saran, Wholetime Director

designated as Chairman

Mr. Vishal Agarwal, Vice Chairman & Managing

Director

Mr. Punkaj Kumar Bajaj,

Joint Managing Director & CEO (Steel Business)

1 Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

1,06,20,000 1,08,36,000 68,20,000 2,82,76,000

(b) Value of perquisites u/s 17(2) of the

Income-tax Act, 1961

43,81,567 39,46,821 6,96,300 90,24,688

(c) Profits in lieu of salary under section

17(3) of the Income- tax Act, 1961

- - - -

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission

- as % of profit

- - - -

5 Others - - - -

Total (A) 1,50,01,567 1,47,82,821 75,16,300 3,73,00,688Ceiling as per the Act In accordance with Companies Act, 2013

B. Remuneration to other Directors

Sl. No.

Name of the Director Sitting Fees (in Rs)

Commission (in Rs)

Total (in Rs)

Independent Director1 Mr. S D Kapoor 270,000 - 270,000

2 Mr. D P Bagchi 240,000 - 240,000

3 Mr. P Chaudhuri (appointed w.e.f. 01.10.2014) 90,000 - 90,000

4 Ms. G Rasgotra (appointed w.e.f. 26.09.2014) 60,000 - 60,000

5 Mr. M S Verma (resigned w.e.f. 24.12.2014) 180,000 - 180,000

6 Mr. S Narain (resigned w.e.f. 30.06.2014) 40,000 - 40,000

7 Mr. P K Khaitan (resigned w.e.f. 29.05.2014) - - -

Sub Total (A) 880,000 - 880,000Non Executive Director

1 Mr. S Bhattarcharyya (resigned on 06.04.2015) 20,000 - 20,000

2 Mr. S Trivedi (retired on 24.12.2014) 140,000 - 140,000

Sub Total (B) 160,000 - 160,000TOTAL (A) + (B) 1,040,000 - 1,040,000Overall Ceiling as per the Act In accordance with Companies Act, 2013

44


C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD

Sl. No.

Particulars of Remuneration Key Managerial Personnel Total Amount (in Rs.)

Mr. Manoj Kumar Digga(Chief Financial Officer)

Ms. Subhra Giri Patnaik (Company Secretary)

(resigned w.e.f. 23.11.2014)

1 Gross salary

(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961

94,82,770 15,97,198 1,10,79,968

(b) Value of perquisites u/s 17(2) of the Income-

tax Act, 1961

- - -

(c) Profits in lieu of salary under section 17(3) of

the Income- tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission

- as % of profit

- - -

5 Others - - -

Total (A) 94,82,770 15,97,198 1,10,79,968

VIII) PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

BriefDescription

Details of Penalty /

Punishment/ Compounding fees imposed

Authority[RD / NCLT/

COURT]

Appeal made,if any (give

Details)

A. COMPANYPenalty

NILPunishment

Compounding

B. DIRECTORSPenalty

NILPunishment

Compounding

C. OTHER OFFICERS IN DEFAULTPenalty

NILPunishment

Compounding

45


ANNEXURE ‘VII’ TO THE DIRECTORS’ REPORTVISA STEEL LIMITED

Corporate Social Responsibility Policy

1. INTRODUCTION 1.1 As a responsible corporate, VISA Steel Limited is

committed to the cause of improving the quality of

life of people of all societies in order to contribute

to the economic and social development of the

periphery and the neighboring communities.

1.2 The policy is directed to ensure that VISA Steel’s

CSR activities work towards improving the living

conditions of the underprivileged and makes a

positive difference in their lives.

2. OBJECTIVE 2.1 Strive for economic development that positively

impacts the society at large.

2.2. Promote well-being of the communities effected by

its operations and enhance the quality of life in such

communities through its activities on education,

healthcare, environment and rural development for

all stakeholders and the society.

2.3 Encourage employee participation at all levels and

recognize its employees for volunteering with the

spirit of serving and sharing with the community.

3. CSR ACTIVITIES The CSR activities shall include the activities in accordance

with the requirements under the Schedule VII of the

Companies Act, 2013, but not restricted to such activities

only. The focus areas shall be on education, health care,

environment and rural development.

3.1. Education At VISA Steel, we truly believe in igniting young

minds and in shaping the future of young India.

Our endeavors are to promote education, including

employment enhancing vocational skills especially

among children and women and livelihood

enhancement projects; monetary contributions to

academic institutions for establishing endowment

funds, chairs, laboratories, scholarships etc; with the

objective of assisting students in their studies.

3.2. Healthcare In Healthcare, our primary objective is the

community development programs through raising

awareness on treatment of common diseases,

sanitation and hygiene. Further we intend to focus

on eradication of extreme hunger and poverty,

malnutrition, reducing child mortality, making

available safe drinking water, building toilets and also

support the healthcare drives being conducted by

government, semi-government and non-government

organizations.

3.3. Environment We seek to ensure environmental sustainability

by adopting best ecological practices, support

preservation and sensible utilization of natural

resources and hence create a sustained positive

impact on society. Protection of flora and fauna,

animal welfare, agro forestry, conservation of natural

resources and maintaining the appropriate quality of

soil, air and water.

3.4. Rural Development Strengthening rural areas by improving accessibility,

housing, drinking water, sanitation, power and

livelihoods, thereby creating sustainability in them.

3.5. Others (a) Sports: Promoting sports by encouraging young

talent, especially women.

(b) Art and Culture: Protection of national heritage,

art and culture including restoration of

buildings and sites of historical importance and

works of art, promotion and development of

traditional arts and handicrafts.

(c) Women empowerment: Promoting gender

equality, empowering women, facilities for

senior citizens and measures for reducing

inequalities faced by socially and economically

backward groups.

(d) Contribution to the Prime Minister’s National

Relief Fund or any other fund set up by the

Central Government or the State Governments

for socio-economic development and relief and

funds for the welfare of the scheduled castes,

the scheduled tribes, other backward classes,

minorities and women.

4. CSR COMMITTEE The CSR Committee of the Board of Directors will govern

and review the CSR plan for every financial year. They will

look into the effective planning and implementation of the

CSR activities in accordance with the Companies Act, 2013.

46


The composition of the CSR Committee of the Board shall

be as follows:

(a). Mr. Vishal Agarwal - Chairman

(b). Mr. Shiv Dayal Kapoor - Member

(c). Ms. Gauri Rasgotra - Member

The responsibility of the CSR Committee shall include:

(a) Formulate and recommend to the Board of Directors,

the CSR Policy and indicating activities to be

undertaken.

(b) Recommend the amount of expenditure for the CSR

activities; and

(c) Monitor the CSR activities from time to time.

The responsibility of the Board of Directors of the

Company shall include:

(a) Approve the CSR policy of the Company and disclose

contents of the policy in its report and also place it

on the Company’s website, as prescribed

(b) Ensure that the activities included in the CSR Policy

of the Company are undertaken by the Company

The Company’s CSR Executive Committee chaired

by Ms. Bhawna Agarwal, President (CSR & Corporate

Communication) and comprising of Senior Management

Team shall periodically review the activities and monitor

achievements against targets as per annual CSR Plan.

The Company’s CSR Working Committee shall work under

the guidance of the CSR Executive Committee and ensure

implementation of the CSR activities and maintain ground

level connectivity with the local communities.

4 CSR BUDGET 4.1 An annual CSR budget as per the Companies Act,

2013 will be allocated by the CSR Committee for

CSR activities. The Company shall allocate budget

and spend in every financial year atleast 2% of the

average net profit of the Company made during

the three immediate preceding financial years,

calculated in accordance with the relevant Sections

of the Companies Act, 2013 read with Companies

(Corporate Social Responsibility Policy) Rules, 2014.

4.2 The Company shall give preference to the local area

and areas around it where it operates, for spending

the amount earmarked for CSR activities.

4.3 If the Company fails to spend the allocated fund; the

Board shall, in its report, specify the reasons for not

spending the amount.

4.4 Any surplus arising out of the CSR Projects or

Programs or activities shall not form part of the

business profit of the Company.

5 CRITERIA FOR IDENTIFYING PROJECTS AND NGO’S

5.1 The Company attempts to identify the needs

of communities, plan projects and facilitate

their implementation to help in social economic

development. Our activities are set with targets

to promote the principles of inclusive growth and

equitable development through which the members

of society can participate and benefit from the

growth.

5.2 While identifying the projects all efforts will be made

to the extent possible to define the Project objectives,

Implementation schedules with impact on society,

results and its usefulness.

5.3 While identifying Projects the Company shall also

identify the external agency (NGO) who would

execute the said Project. These NGOs / Agencies

must have a permanent office in India and should

be registered society under Societies’ Registration

Act / Public Trust Act/ not for profit Company under

Section 8 of the Companies Act, 2013 (erstwhile

Section 25 of the Companies Act, 1956) with valid

Income-tax Exemption Certificate.

6 RESPONSIBILITY STATEMENT The CSR Committee will issue a responsibility statement

that the CSR activities are in compliance with CSR Policy

of the Company duly signed by the Chairman of the CSR

Committee. The Responsibility statement shall be included

in the Annual Report of the Company.

Note:(a) The Policy comes into effect from 31st March 2015.

(b) This CSR policy document will be reviewed from time to

time and any changes, if necessary, will be approved by

the CSR Committee of the Board.

47


ANNEXURE ‘VIII’ TO THE DIRECTORS’ REPORTNomination and Remuneration Policy

1. PREAMBLE This Nomination and Remuneration Policy (“Policy”)

has been formulated inter-alia for nomination and

remuneration of Directors, Key Managerial Personnel

and Senior Management by the Nomination and

Remuneration Committee and approved by the Board

of Directors, in accordance with the requirements of the

provisions of Section 178 of the Companies Act, 2013

and Clause 49 of the Listing Agreement, as amended.

2. DEFINITIONS AND INTERPRETATIONS 2.1. Unless the context requires otherwise, capitalized

terms used in this Policy shall have the following

meanings:

“Board” means the collective body of the

Directors of the Company.

“The Committee” means the Nomination

and Remuneration Committee of the Board

of Directors of the Company as constituted or

reconstituted from time to time in accordance

with the applicable provisions of the Companies

Act, 2013 and the Listing Agreement.

“The Company” means VISA Steel Limited.

“Director” means a Director of the Company.

“Independent Director” means a Director

appointed in accordance with Section 149(6) of

the Companies Act, 2013 and Clause 49 of the

Listing Agreement

“Key Managerial Personnel” or “KMP” means

(i) The Chief Executive Officer or the

Managing Director or the Manager;

(ii) The Whole-time director;

(iii) The Chief Financial Officer;

(iv) The Company Secretary; and

(v) The such other officer as may be

prescribed.

“Listing Agreement” shall mean the Listing

Agreement executed between the Company and the

relevant stock exchange(s), as amended from time to

time;

“Other Employees” means all the employees

other than the Directors, KMPs and the Senior

Management Personnel.

“Senior Management Personnel or Senior Management” means all personnel of the

Company who are one level below the Board,

viz., Executive Directors, Presidents, Senior Vice

Presidents, Vice Presidents, Chief Financial Officer,

Company Secretary, General Managers and all

other executives having similar or equivalent rank

in the Company including all Functional heads

and any other person who the Board may include

within the definition of senior management.

2.2. Unless the context otherwise requires, words and

expressions used in this Policy and not defined

herein but defined in the Companies Act, 2013 or

the Rules made thereunder (as may be amended

from time to time) or the Listing Agreement shall

have the meaning respectively assigned to them

in the Companies Act, 2013 the Rules made

thereunder or the Listing Agreement, as the case

may be.

3. OBJECTIVES OF THIS POLICY 3.1. The key objective of this Policy of VISA Steel

Limited (“the Company”) is to provide a

framework that allows for competitive and fair

rewards for the achievement of key deliverables

and also aligns with practice in the industry and

shareholders’ expectations.

3.2. The objectives of this Policy include the following:

3.2.1. To lay down criteria for identifying persons

who are qualified to become Directors

and who may be appointed in Senior

Management or KMP of the Company;

3.2.2. To lay down the terms and conditions in

relation to the appointment of Directors,

Senior Management Personnel or KMP

and recommend to the Board the

appointment and removal of Directors, Senior

Management Personnel or KMP;

3.2.3. To lay down criteria to carry out evaluation

of every Director’s performance;

3.2.4. To formulate criteria for determining

qualification, positive attributes and

Independence of a Director;

3.2.5. To determine the composition and level of

remuneration, including reward linked with

48


the performance, which is reasonable and

sufficient to attract, retain and motivate

Directors, KMP, Senior Management

Personnel and other Employees to work

towards the long term growth and success

of the Company;

3.2.6. To devise a policy on the diversity of the

Board; and

3.2.7. To assist the Board with developing a

succession plan for the Board.

4. GENERAL 4.1. This Policy shall be applicable to all Directors,

KMP and Senior Management Personnel of the

Company.

5. MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

5.1. The Committee shall inter alia:

5.1.1. Identify persons who are qualified to

become Director(s), KMP and Senior

Management Personnel of the Company;

5.1.2. Recommend to the Board, appointment

and removal of Director(s) of the

Company and carry out evaluation of

every Director’s performance;

5.1.3. Formulate criteria for determining

qualification, positive attributes and

independence of Directors;

5.1.4. Formulate a criteria for evaluation of

Independent Director(s) and the Board;

5.1.5. Make recommendations to the Board with

respect to incentive compensation plans

for Executive Director(s) and remuneration

of Non-Executive Director(s);

5.1.6. Review the annual performance of

Executive and Non-Executive Director(s);

5.1.7. Assist the Board in the establishment

and implementation of an appropriate

performance evaluation / self-assessment

process for the Members of the Board and

the Committees;

5.1.8. Perform review and evaluation, of the

performance of the Members of the Board

and the Committee Members, at least

annually;

5.1.9. Periodically review the composition

and duties of the Company’s Board

Committees and recommend any changes

in these committees to the Board;

5.1.10. devise a policy on Board diversity;

5.1.11. Carry out any other responsibilities and

duties delegated to it by the Board from

time to time;

5.1.12. Carry out additional functions and adopt

additional policies and procedures as

may be required or appropriate in light of

changing business, legislative, regulatory,

legal or other conditions.

5.2. QUALIFICATIONS 5.2.1. Criteria for identifying persons who are

qualified to be appointed as Directors /

KMP / Senior Management Personnel of

the Company:

5.2.1.1. Directors

Section 164 of the Companies Act,

2013 provides for the disqualifications

for appointment of any person to

become Director of any Company.

Any person who in the opinion of the

Board is not disqualified to become

a Director, and in the opinion of

the Board, possesses the ability,

integrity and relevant expertise and

experience, can be appointed as

Director of the Company.

5.2.1.2. Independent Directors For appointing any person as an

Independent Director he/she should

possess qualifications as mentioned

in (A) the Companies Act, 2013

and the Rules made thereunder

(including but not limited to Section

149 of the Companies Act, 2013

and Rule 5 of The Companies

(Appointment and Qualification of

Directors) Rules, 2014); and (B) the

Listing Agreement.

5.2.1.3. Senior Management Personnel and

KMP

The Company shall have an

Organogram displaying positions of

Senior Management and KMP with

the minimum qualifications and

experience requirements for each

positions which commensurate with

the size of its business and the nature

and complexity of its operations.

49


6. POLICY FOR APPOINTMENT OF DIRECTOR, KMP, SENIOR MANAGEMENT AND OTHER EMPLOYEES, THEIR EVALUATION AND RETIREMENT & REMOVAL

6.1. Appointment criteria and qualifications

6.1.1. The Committee shall identify and ascertain

the integrity, qualification, expertise and

experience of the person for appointment

as Director (including Independent

Directors), KMP or at Senior Management

and recommend to the Board his / her

appointment.

6.1.2. Such person should possess adequate

qualification, expertise and experience

for the position he / she is considered

for appointment. The Committee has

discretion to decide whether qualification,

expertise and experience possessed by a

person are sufficient / satisfactory for the

concerned position.

6.1.3. The Company shall not appoint or continue

the employment of any person as Whole-time

Director who has attained the age of seventy

years. Provided that the term of the person

holding this position may be extended beyond

the age of seventy years with the approval of

shareholders by passing a special resolution.

The explanatory statement annexed to the

notice convening the meeting for this purpose

shall indicate the justification for extension of

appointment beyond seventy years.

6.2. Term / Tenure:

6.2.1. Managing Director/ Whole-time Director:

The Company shall appoint or re-appoint

any person as its Executive Chairman,

Managing Director or Executive Director

for a term not exceeding five years at a

time.

6.2.2. Independent Director:

6.2.2.1. An Independent Director shall hold office

for a maximum term up to five consecutive

years on the Board and will be eligible for

re-appointment on passing of a special

resolution by the Company and disclosure

of such appointment in the Board’s report.

6.2.2.2. No Independent Director shall hold office

for more than two consecutive terms

of maximum five years each, but such

Independent Director shall be eligible for

appointment after expiry of three years

of ceasing to become an Independent

Director. Provided that an Independent

Director shall not, during the said period

of three years, be appointed in or be

associated with the Company in any

other capacity, either directly or indirectly.

However, if a person who has already

served as an Independent Director for 5

years or more in the Company as on 1st

October, 2014 or such other date as may

be determined by the Committee as per

regulatory requirement, he / she shall be

eligible for appointment for one more term

of 5 years only.

6.2.3. At the time of appointment of Directors

(including Independent Directors), it should

be ensured that the persons proposed to be

appointed as Directors (including Independent

Directors) do not hold Directorship exceeding the

maximum number of directorships a person can

hold as per applicable laws.

6.3. Evaluation:

The Committee shall carry out evaluation of

performance of every Director, KMP and Senior

Management Personnel at regular interval

(yearly).

6.3.1. Evaluation of directors:

In terms of Section 149 of the Companies

Act, 2013 read with Schedule IV of the

said Act, states that the Independent

Directors shall at its separate meeting

review performance of Non-Independent

Directors and the Board as a whole

and the performance evaluation of

Independent Directors shall be done by

the entire Board of Directors excluding the

Director being evaluated.

6.3.2. Evaluation of KMP and Senior

Management Personnel Criteria for evaluating performance of KMP

and Senior Management Personnel shall

be as per the Company’s Policy.

6.4. Removal

Subject to the provisions of applicable laws, the

Committee may recommend, to the Board, with

reasons recorded in writing, removal of a Director,

KMP and Senior Management Personnel.

6.5. Retirement

The Director, KMP and Senior Management

Personnel shall retire as per the applicable

provisions of the Companies Act, 2013 and the

prevailing policy of the Company. The Board

will have the discretion to retain the Director,

KMP, Senior Management Personnel in the same

position / remuneration or otherwise even after

attaining the retirement age, for the benefit of the

Company.

50


7. POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

7.1. This Policy aims to strike a balance between

fixed and incentive pay reflecting short and long

term performance objectives appropriate to the

working of the Company.

7.2. The remuneration / compensation / commission

etc. to the Whole-time Director/Managing

Director, KMP and Senior Management Personnel

will be determined by the Committee and

recommended to the Board for approval based

on factors and parameters that the Committee

considers relevant. While determining the

remuneration / compensation / commission etc,

the Committee shall ensure that:

7.2.1. The level and composition of remuneration

is reasonable and sufficient to attract, retain

and motivate directors of the quality required

to run the company successfully; and

7.2.2. There exists a clear relationship between

remuneration and performance and

that such relationship meets appropriate

performance benchmarks.

7.3. The remuneration / compensation / commission

etc. shall be in accordance the provisions of

applicable laws, including the Companies Act,

2013 and the Rules made thereunder.

7.4. The remuneration and commission to be paid to

the Directors/ KMP/ Senior Management shall

be in accordance with the percentage/ slabs/

conditions laid down in the Articles of Association

of the Company (if any) and as per the provisions

of the applicable laws.

7.5. Where any insurance is taken by the Company

on behalf of its Whole-time Director/Managing

Director, KMP and Senior Management Personnel

for indemnifying them against any liability, the

premium paid on such insurance shall not be

treated as part of the remuneration payable

to any such personnel. Provided that if such

person is proved to be guilty, the premium paid

on such insurance shall be treated as part of the

remuneration.

7.6. Remuneration to Non- Executive / Independent

Director:

7.6.1. Remuneration / Commission:

The remuneration / commission shall

be fixed as per the slabs and conditions

mentioned in the Articles of Association

of the Company and the Companies Act,

2013 and the rules made thereunder.

7.6.2. Sitting Fees:

The Non- Executive / Independent Director

may receive remuneration by way of

fees for attending meetings of Board or

Committee thereof, as may be decided by

the Board. Provided that the amount of

such fees shall not exceed limits prescribed

by the Central Government from time to

time.

7.6.3. Commission:

Commission may be paid, whenever

applicable, within the monetary limit

approved by shareholders, subject to the

limit not exceeding 1% of the profits

of the Company computed as per the

applicable provisions of the Companies

Act, 2013.

7.6.4. Stock Options:

An Independent Director shall not

be entitled to any stock option of the

Company.

8. DISCLOSURE OF INFORMATION Disclosures required under applicable laws regarding the

remuneration paid by the Company shall be made in the

financial statements of the Company.

9. AMENDMENT Any change in this Policy shall, on recommendation of

the Committee, be approved by the Board of Directors of

the Company. The Board of Directors shall have the right

to withdraw and / or amend any part of this Policy or the

entire Policy, at any time, as it deems fit, or from time to

time, and the decision of the Board in this respect shall

be final and binding.

10. IMPLEMENTATION AND REVIEW The Committee is responsible for the monitoring,

implementation and review of this Policy. The

Committee shall provide recommendations to the

Board as to how to effectively structure and facilitate a

remuneration strategy, which will meet the needs of the

Company. The Board shall review the (i) contents of and

(ii) compliance with this Policy at regular interval

51


CEO / CFO CERTIFICATION TO THE BOARD

The Board of Directors 29 May 2015

VISA Steel Limited

Kolkata 700 027

Pursuant to the provisions of Clause 49(IX) of the Listing Agreement, we, Punkaj Kumar Bajaj, Jt. Managing Director & CEO (Steel

Business) and Manoj Kumar Digga, Executive Director (Finance) & Chief Financial Officer hereby certify that:

(a) we have reviewed financial statements and the cash flow statement for the year 2014-15 and that to the best of our knowledge

and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that

might be misleading;

(ii) these statements together present a true and fair view of the company’s affairs and are in compliance with existing

accounting standards, applicable laws and regulations.

(b) there are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are

fraudulent, illegal or violative of the company’s code of conduct.

(c) we accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated

the effectiveness of internal control systems of the company pertaining to financial reporting and there have been no

deficiencies in the design or operation of such internal controls.

(d) we have indicated to the auditors and the Audit Committee that:

(i) there have been no significant changes in internal control over financial reporting during the year;

(ii) there have been no significant changes in accounting policies during the year; and

(iii) there have been no instances of significant fraud of which we have become aware.

Punkaj Kumar Bajaj Manoj Kumar Digga

Jt. Managing Director & CEO (Steel Business) Executive Director (Finance) & Chief Financial Officer

52


Management Discussion and Analysis

OVERVIEWDuring the financial year 2014-15, the financial and operational


to various external factors including failure of commitment to

grant Iron Ore mines, de-allocation of Coal Block, non-availability

of raw materials at viable prices due to mine closures, weak

product prices due to over capacity and dumping of Steel mainly

by China & Russia, Global Crash in Steel, delay in disbursement

of sanctioned working capital & corporate loan and non-

disbursement of the working capital for plant operation by some

lenders. During the financial year 2014-15, your Company has

registered consolidated revenue of Rs. 12,951.44 million, EBITDA

of Rs. 307.59 million and the loss after tax is Rs. 2,729.10 million.

INDUSTRY STRUCTURE AND DEVELOPMENTSIndustry OverviewThe Global steel industry continues to face problems of large

surplus capacity, especially in China. In FY 2015, the World

economy has slowed down, mainly due to lower growth rates in

emerging economies such as China and India. This has resulted

in sharp weakening of commodity prices. The index of Industrial

production for steel recorded a significant fall from 11.5%

in FY’14 to mere 0.5% in FY’15. This is the lowest growth

recorded in last 10 years.

There is a huge growth potential in steel consumption in India

given that per capita steel consumption is very low compared

to China and the global average. With a stable Government in

place and a strong leadership, it is expected that major policy

decision in various areas will boost the economy. Any significant

improvement in demand for Iron and Steel products may take a

little longer and show up once investments in infrastructure and

construction industries start picking up.

India’s auto sector including passenger vehicles and two /

three wheeler production is likely to grow significantly over

the next decade. The Auto Component Sector has attracted

huge investments and exports are growing at rapid pace. The

Government of India has increased FDI limit in Defence and

Railways from 26% to 49%, which is positive for demand for

Special Steel products.

India is a significant player with almost a tenth of the Global

Ferro Chrome output and produces about 1 million TPA. At

present, Stainless Steel demand has been weak, but with the

increase in production of Stainless Steel going forward, the Ferro

Alloys demand is likely to recover.

Demand for Coke from Blast Furnaces has been weak due to

Iron Ore availability issues domestically and cheap imports of

Coke from China. However, the Company has established itself

as the best quality Coke manufacturer and enjoys advantage

over imported Coke from China. Being a debt free Company,

VISA SunCoke Limited has been able to leverage its operating

and technological expertise to be cost efficient and serve

customers across India with the best quality Coke.

COMPANY OVERVIEWThe Company has created a world class facility for production of

Special Steel, Ferro Alloys and LAM Coke at Kalinganagar in Odisha.

53


BUSINESS REVIEW Your Company is engaged in the business of manufacturing of

value added products including Pig Iron, Sponge Iron, Special

Steel Billets/Blooms, Bars & Wire Rods, Rebars and Ferro Alloys. In

addition, the Company generates Power mainly for captive use.

The manufacturing facilities of your Company are situated at

Kalinganagar in Odisha. The Kalinganagar Industrial Complex

has been declared as a National Investment & Manufacturing

Zone (NIMZ) and is a major Steel hub of India.

During the year under review, the financial and operational


to various external factors including failure of commitment

to grant Iron Ore mines, de-allocation of Coal Block, non-

availability of raw materials at viable prices due to mine

closures, weak product prices due to over capacity and dumping

of Steel mainly by China & Russia, Global Crash in Steel and

commodity prices and the high interest costs, logistics costs,

infrastructure bottlenecks etc. for domestic Steel Companies.

The Special Steel and Ferro Alloys operation were adversely

impacted due to the various mine closures and consequent

non-availability of Iron Ore and Chrome Ore / Concentrates at

viable prices. The Coke Business has been adversely affected

due to removal of 40% Export Duty on Coke from China due to

which cheap Coke is entering Indian market. Your Company has

been taking up with Government Authorities for imposition of

Safeguard Duty and / or Anti-Dumping Duty.

PRODUCTS(a) Ferro Alloys The Ferro Alloys Plant, with a present operating capacity

of 120,000 TPA (including the Furnaces taken on lease

from VISA BAO Limited (VBL), a subsidiary Company) has

produced 62,719 MT of Ferro Alloys in 2014-15 compared

to 70,568 MT in 2013-14. The main raw material is

Chrome Ore and Chrome Concentrates (sourced from

OMC, Tata Steel & B. C. Mohanty). Ferro Alloys produced

by the Company is sold to various Special and Stainless

Steel Plants in India and globally. Ferro Alloys business has

contributed 30.57 percent of total revenues during the

year amounting to Rs. 3,959.06 million.

(b) Power The Power Plant produced 367 million units in 2014 -15

as compared to 435 million units in the previous year. The

Power produced was mainly used captively.

Due to the lower production of Ferro Alloys and Steel, the

captive requirement of power resulted in lower capacity

utilisation in comparison to the previous year.

(c) Pig Iron The Blast Furnace with a total capacity of 225,000 TPA is

currently producing Hot Metal which is poured into moulds

to produce Pig Iron.

Due to non-availability of Iron Ore at viable prices, Blast

furnace operated at a low capacity with production of

42,931 MT in 2014-15 as compared to 105,718 MT in

2013-14. Pig Iron sales contributed 3.83 percent to the

total revenues amounting to Rs. 496.21 million.

(d) Sponge Iron The Sponge Iron Plant having total capacity of 300,000

TPA produced 184,149 MT of Sponge Iron in 2014-15

as compared to 156,082 MT of Sponge Iron in 2013-14.

Sponge Iron sales contributed 28.24 percent to the total

revenues amounting to Rs. 3,657.11million.

The main raw materials for DRI/Sponge Iron Plant are Iron

Ore and Thermal Coal. Iron Ore is procured mainly from

OMC, Indrani Patnaik and BRPL. Thermal Coal is procured

from Mahanadi Coalfields Limited and through imports

from South Africa.

(e) Special Steel During the year under review, SMS and Rolling Mill

operated at very low capacity due to uneconomical prices

of raw material and finished products.

STRATEGIC INITIATIVESTransfer of Special Steel Business The Company is in advanced stage to transfer its Special

Steel business to VISA Special Steel Limited (VSSL), to unlock

shareholder value and enable induction of suitable strategic

/ financial investor. The Board of Directors, shareholders and

lenders have approved the Scheme of Arrangement for transfer

of Special Steel Undertaking of the Company with all its assets

and liabilities, into VSSL, and the approval from the Hon’ble

High Court is awaited.

The Company is in discussions with strategic / financial investors

for a strategic alliance in VISA Special Steel Limited.

Amalgamation of VISA BAO LimitedVISA BAO Limited, a Joint Venture with Baosteel Resources

Company Limited, China (Baosteel), with the Company holding

65 percent equity while the remaining 35 percent is held

by Baosteel, has a Ferro Alloys Plant with 4 Submerged Arc

Furnaces at Kalinganagar Industrial Complex in Odisha out of

which 2 furnaces are operational and have been leased to the

Company and the remaining two furnaces under completion.

54


The Board of Directors both VISA BAO Limited (VBL) and the

Company and Shareholders of VBL have already approved the

amalgamation of VBL with the Company. Post amalgamation,

Baosteel will hold 5% stake in the Company. This amalgamation

will make the Company one of the largest Ferro Alloys producers

in India and also improve the operational and cost efficiency of

the Ferro Alloys business.

Joint Venture with SunCoke The Company has entered into a coke making joint venture

with SunCoke Energy, USA, in which the Company holds 51

percent stake and remaining 49 percent is held by the SunCoke

Europe Holding B.V. (SunCoke). The joint venture comprises of

400,000 TPA Heat Recovery Coke Plant and associated Steam

Generation units at Kalinganagar in Odisha.

The Coke plant is equipped with highly advanced Chinese

technology with Stamp Charging facility, along with waste heat

recovery facility from flue gases, wherein the four waste heat

recovery boilers produce adequate steam for generating 20 MW

of clean power.

During 2014-15, the total Coke production was 295,734

MT, compared to 370,999 MT in 2013-14 in VISA SunCoke.

Coking Coal, the primary raw material for producing Coke, was

imported from Australia. Coke was partly consumed in the Blast

Furnace of the Company and partly sold with sales contribution

amounting to Rs. 3,635.18 million, equating to 28.07 percent of

total consolidated revenues.

OPPORTUNITIES AND THREATSOpportunitiesIndia’s per capita steel consumption of 52 kg is one-fourth of

the global average of 203 kg. India has favourable demographic

factors, which will result in higher demand for high quality steel

and higher value Long Steel products.

The growing Auto Sector and opening up of Railways and

Defence Sectors for FDI will help in increasing the domestic

demand of Special Steel Long products. Having commissioned

the plant and established the quality, the Company is ready to

take on this opportunity to cater to this market segment.

The Government of India plans to give thrust to the

infrastructure sector. The Company has a good range of

product-mix to serve this segment.

Further the raw material scenario is likely to improve

significantly due to the passing of MMDR Amendment Act

effective from 12 January, 2015 which provides clarity on lease

renewal and enables a transparent auction process for grant of

iron ore mines to user industries. We expect that because of this

important reform, the mineral production in the country is set to

increase significantly from second half of FY’2015-16 onwards,

and this is good news for the value addition industry including

your Company.

ThreatsDue to global over capacity, mainly in China, and sharp fall in

commodity prices, the business environment remains extremely

challenging. There is huge competition in the domestic and

international markets, due to low demand, non-availability of

vital raw material at viable prices, volatile foreign exchange,

adverse duty structure, unfair trade practices including dumping

of products.

The port and rail infrastructure needs to be upgraded. The

majority of the ports, mines and railways have inadequate and

low capacity bulk handling facility. The congested road networks

connecting steel plants to mines and ports lead to delays in

supply and delivery of raw materials like Iron Ore, Chrome Ore

and Coking coal.

However, your Company is determined and capable to face

the challenges in the Steel Industry through its strengths of

locational and logistical advantages, raw material linkages,

technology edge and management expertise.

RISK MANAGEMENTThe volatility in the global economy and the increasingly complex

interplay of factors influencing a more globally integrated steel

business makes Risk Management an inevitable exercise and

to cater to the same, your Company has identified major focus

areas for risk management to ensure organisational objectives

are achieved and has a well-defined and dynamic structure

and proactive approach to assess, monitor and mitigate risks

associated with these areas, briefly enumerated below:

a) Operations – Timely and cost-effective raw material

supply is critical to growth. Fluctuations in the price and

availability of key raw materials and commercial changes

such as domestic duties / taxes on raw materials have an

impact on the operations. Moreover, the stocks are also

subject to the other foreseeable risks. Necessary coverage

has been taken in the form of a comprehensive Industrial

All Risk (IAR) policy which covers plant, machinery,

buildings (with contents), tools and equipment and stocks

(raw materials, stores and spares and finished goods)

against fire, allied perils and all other foreseeable risks. The

policy also covers loss of profit to the business arising from

any accidental event. The Company also has coverage

in form of a Sales Turnover policy which provides all-risk

transit insurance cover to the finished goods produced

and sold by the Company and also covers transit of all the

incoming raw materials.

55


b) Foreign Exchange – Your Company deals in sizeable

amount of foreign exchange in imports of raw materials

and exports of finished products. A comprehensive forex

policy has been formulated for managing its foreign

exchange exposure.

c) Systems – Your Company has implemented SAP, the

leading software for Enterprise Resource Planning, to

integrate its operations and to use best business and

commercial practices.

d) Statutory compliances – Procedure is in place for periodical

reporting of compliance of statutory obligations and is

reported to the Board of Directors at its meetings.

FINANCE REVIEW AND ANALYSISYour Company reported consolidated revenue of Rs. 12,951.44 million showing a decrease of 11.80% as compared to the previous

year mainly because of low capacity utilisation due to non availability of raw materials at viable prices due to mine closures, weak

product prices as a result of over capacity and dumping of Steel mainly by China & Russia, Global Crash in Steel and commodity

prices. The Loss after Tax is Rs. 2,729.10 million.

HIGHLIGHTS

(Rs. Million)

Particulars 2014-15 2013-14Total Revenue 12,951.44 14,685.38ExpenditureRaw Materials consumed 9,578.81 10,565.69

Purchase of Stock-in-trade 583.19 818.00

(Increase) / decrease in stock (140.83) (156.43)

Employee Cost 468.18 379.02

Other expenses 2,154.50 1,831.90

Operating Profit 307.59 1,247.20Finance Cost 2,293.60 1,625.60

Depreciation 767.30 747.77

Exceptional & Extraordinary Items 212.95 374.15

Profit/(Loss) before Tax (2,966.26) (1,500.32)Tax expense 60.18 (64.73)

Minority Interest (297.34) 42.69

Profit/(Loss) after tax (2,729.10) (1,478.28)

Sales & Other IncomeSales have declined mainly due to drop in sales volume and

prices of Pig Iron and Coke.

Raw materials consumedRaw material consumption has decreased due to lower

production of Pig Iron and Coke.

Finance CostFinance cost has increased during the year compared to

previous year due to increase in the value of tangible asset and

borrowings.

DepreciationDepreciation has marginally increased due to change in

depreciation method pursuant to applicability of Companies

Act, 2013, from 1 April 2014.

Exceptional & Extraordinary ItemExceptional & Extraordinary items mainly represents write down

of excess of costs of period end inventories in coke business over

their net realisable values.

Profit after TaxPAT was adversely impacted due to low EDITDA margin and

high interest costs.

56


by the shareholders). The Company is also evaluating option

to induct strategic / financial investor to refinance debt to a

sustainable level.

DEVELOPMENTS IN HUMAN RESOURCES & INDUSTRIAL RELATIONSYour Company has formulated a detailed Code of Conduct

in order to practice ethical behavior and sound conduct to

establish the principles that guide our daily actions. Ethical

conduct is the cornerstone of how the Company does business.

Your Company is committed to creating a healthy work

environment that enables employees to work without fear

of prejudice, gender bias, sexual harassment and all forms of

intimidation or exploitation. It is committed to provide a work

environment that ensures every employee, is treated with

dignity and respect.

Your Company recognizes Human Resource as its most

important assets and is constantly engaged in enriching the

value and developing competencies of Human Resources

through various development & training programmes. We

improve our team building and encourage family bonding

through various employee engagement social activities.

The total number of employees in your Company, including

those inducted as trainees in the Company, as on 31 March

2015 was 1,101.

INTERNAL CONTROL AND SYSTEMSYour Company has in place detailed and well spelt internal

control systems, which commensurate with the size and

nature of its operations and periodic audits are conducted in

various disciplines to ensure adherence to the same. During

the year, M/s. L. B. Jha, Internal Auditors of your Company

had independently evaluated the adequacy and efficacy

of the audit controls. The direct reporting of the Internal

Auditors to the Audit Committee of the Board ensures

independence of the audit and compliance functions. The

Internal Auditors regularly report to the Audit Committee on

their observations on the Company’s processes, systems and

procedures ascertained during the course of their audit. The

Company has also appointed Cost Auditors for the cost audit

of its manufactured products and the Cost Auditors also report

to the Audit Committee on their observations. Concerted

efforts towards stabilisation of SAP have also contributed to

tightening of control systems. Your Company has been able to

adapt adequately to this ERP package and is placed to derive

significant benefits from the same. Emphasis is placed on

adequacy, reliability and accuracy of dissemination of financial

data and information. Compliance issues are given utmost

importance and reported regularly to the Board.

BALANCE SHEET ANALYSIS Fixed Assets There is an increase in the value of fixed assets including CWIP

on account of additions in Capital Work in Progress in

Steel Units.

InventoriesInventory of Raw Materials have gone down due to lower

operation of Blast Furnace, Ferro Alloys and Coke Oven.

Sundry Debtors, Loans & AdvancesSundry Debtors level has reduced by 37 percent as compared to

previous year mainly due to lower revenue during the year.

Loans & advances decreased on account of receipt of tax

refunds and lesser advances made to suppliers for raw materials,

goods and services owing to lower production.

Cash & Bank BalancesDuring the year Cash and Bank balances have reduced

substantially by more than 80%. Your Company has realized

fixed deposits maintained with banks and deployed in the

operations.

The subsidiary Company continues to maintain Fixed Deposit

at attractive rates of interest towards margin money for

working capital.

Trade Payables & Current LiabilitiesTrade Payables & Current Liabilities has increased due to

adverse financial performance of the Company during the year.

FINANCEYour Company is focusing on consolidating its operations,

improving raw material availability and operational efficiencies

to reduce costs. The operations and cash flow of the Company

have been affected due to delay in disbursement of sanctioned

working capital & corporate loan and non-disbursement of the

working capital for plant operation by some lenders. In view of

the cash losses suffered by your Company due to high cost of

raw material, weak product prices and high interest rate, and the

consequent impact on cash flows, the Company has not been

able to service its debt in a timely manner. In order to mitigate

the cash strain and irregularity in debt servicing, the Company

has been in discussions with lenders for a Corrective Action Plan

under Corporate Debt Restructuring (CDR) mechanism since

20 May 2015. Your Company has already infused additional

equity funds of Rs. 325 Crores in a phased manner as per

the CDR package. Meanwhile, lenders have invoked Strategic

Debt Restructuring on 22 September 2015, which is subject to

necessary approvals/authorizations (including special resolution

57


Your Company has been accredited with the ISO 9001

certification. It shows commitment to quality, customers, and

a willingness to work towards improving efficiency. It has also

been accredited with the ISO/TS 16949:2009 certification. The

ISO/TS 16949 is obligatory for all steel manufacturers to sell

their products to the automotive industry. ISO/TS 16949:2009

has given the Company a global standing as a reputable

supplier, improved risk management, ability to win more

business and subsequently a wider spectrum of customer base.

CORPORATE SOCIAL RESPONSIBILITYThe Company’s CSR interventions have been taken up after

socio-economic surveys conducted to assess community needs

in the local area. The main areas of intervention comprise

health, infrastructure development, education, livelihood, sports,

art and culture.

HEALTH AND SAFETYThe Company endeavors to be one of the most respected

enterprises across the world in terms of providing a safe work

place to its employees, contractors and other stakeholders. The

management is making every possible effort to ensure that

its employees and contractors adopt, practice and enjoy world

class health and safety standards.

OUTLOOK With the reforms initiated by the new government, and railways,

defence and infrastructure sector being one of the major focus

areas, there is huge potential for growth of this industry.

The Indian economy is on a path of gradual recovery. The

government has undertaken several steps improve raw material

availability and to revive the business confidence. The Indian

economy stands to benefit from the correction in global crude

oil prices and will have positive impact on the macro economy

in the form of lower inflation, reduced current account deficit,

healthier fiscal accounts, increased consumption and a

stable INR.

Indian economy is among a few economies globally for which

economic growth forecast has been raised by the IMF. The IMF

has raised its GDP growth estimates for India for FY 2015-16

to 7.5%

Your Company with a well-diversified product portfolio is well

poised to take advantage of the growth in the demand for

Special Steel products, Coke and Ferro Alloys.

CAUTIONARY STATEMENTStatements in this “Management Discussion & Analysis” describing the Company’s objectives, projections, estimates, expectations or predictions may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include global and Indian demand supply conditions, finished goods prices, input availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labour negotiations.

58


Report on Corporate Governance

CORPORATE GOVERNANCE: OUR PHILOSOPHYCorporate Governance refers to the structures and processes for

direction and control of the companies. It is the process carried

out by the Board of Directors and its related committees, on

behalf of and for the benefit of the Company’s stakeholders, to

provide direction, authority and oversights to the management.

It also provides the structure through which the objectives

of the Company are set and the means of attaining those

objectives and monitoring performances are determined.

The Company takes pride in being a responsible corporate

citizen and in maintaining the highest standard of good

Corporate Governance. We consider it our inherent responsibility

to disclose timely and accurate information regarding our

financials and performance as well as the leadership and

governance of the Company.

The purpose of Company’s Corporate Governance Policy is to

continue and maintain the corporate culture of conscience and

consciousness towards shareholders and other stakeholders. The

Company has established systems and procedures to ensure

that its Board of Directors is well informed and equipped to

fulfil its overall responsibilities and to provide the management

with strategic direction needed to create long-term shareholder

value. The Company always endeavours to uphold the principles

and practices of Corporate Governance to ensure transparency,

integrity and accountability in its functioning, which are vital

to achieve its vision of emerging as a low cost and efficient

producer of value added steel products with backward

integration and captive power.

COMPLIANCE WITH THE SEBI CODE ON CORPORATE GOVERNANCEWe are pleased to inform you that, as on 31 March 2015,

the Company is in compliance with all the requirements

of Clause 49 and other applicable clauses of the Listing

Agreement, entered into with the Stock Exchanges. The

necessary disclosures as required under Clause 49 of the Listing

Agreement have been covered in this Annual Report.

I. BOARD OF DIRECTORS The Principal responsibility of the Board is to oversee the

management of the Company and in doing so serve the best

interest of the Company and its stakeholders. The Board reviews

its strength and composition from time to time to ensure

that it remains aligned with the statutory as well as business

requirements. The Company has a judicious mix of Executive,

Non Executive and Independent Directors on its Board.

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Composition of the Board Board / Committee Position as on 31 March 2015

Name of the DirectorExecutive / Non Executive / Independent1

No. of outside Directorship(s) held

Outside Committee

positions held2

Public Private Foreign Chairman Member Mr. Vishambhar Saran Executive Chairman 9 - - 1 1

Mr. Vishal Agarwal Vice Chairman & Managing Director 9 - - 2 1

Mr. Shiv Dayal Kapoor Non Executive, Independent 6 - - 2 4

Mr. Debi Prasad Bagchi Non Executive, Independent 7 - - 1 5

Ms. Gauri Rasgotra5 Non Executive, Independent 2 - - - 4

Mr. Pratip Chaudhuri6 Non Executive, Independent 6 1 - 1 -

Mr. Saubir Bhattacharya9 Non Executive, Nominee Director 1 - - 1 1

Mr. Punkaj Kumar Bajaj 12Joint Managing Director & CEO

(Steel Business)3 1 - - 1

1. Independent director is as defined in Clause 49 of the Listing Agreement.

2. For this purpose, only two Committees, viz., the Audit Committee and the Stakeholders Relationship Committee have been

considered. This excludes Committee positions held in private limited companies, foreign companies and companies under

Section 8 of the Companies Act, 2013.

3. Mr. Pradip Kumar Khaitan, Independent Director resigned from the Board of Directors of the Company w.e.f. 29 May 2014.

4. Mr. Shanti Narain, Independent Director resigned from the Board of Directors of the Company w.e.f. 30 June 2014.

5. Ms. Gauri Rasgotra has been appointed as Independent Director on the Board of Directors of the Company w.e.f. 26

September 2014.

6. Mr. Pratip Chaudhuri has been appointed as Independent Director on the Board of Directors of the Company w.e.f. 1

October 2014.

7. Mr. Maya Shanker Verma, Independent Director resigned from the Board of Directors of the Company w.e.f. the close of

business hours of 24 December 2014.

8. Mr. Subrato Trivedi, Non Executive Director retired from the Board of Directors of the Company w.e.f. 24 December 2014.

9. Mr. Saubir Bhattacharyya was appointed as Nominee Director w.e.f. 10 February 2015 and he ceased to be the Nominee

Director w.e.f. 6 April 2015.

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10. Mr. Manas Kumar Nag has been appointed as the Nominee Director of the Company w.e.f. 14 August 2015.

11. Mr. Manoj Kumar Digga has been appointed as Wholetime Director designated as Director (Finance) & Chief Financial Officer

w.e.f. 14 August 2015.

12. Mr. Punkaj Kumar Bajaj, Joint Managing Director & CEO (Steel Business) had voluntarily retired from the services of the

Company w.e.f. the close of business hours of 14 September 2015.

13. Mr. Manoj Kumar has been appointed as Wholetime Director designated as Director (Kalinganagar) w.e.f. 15 September 2015.

14. Mr. Kishore Kumar Mehrotra has been appointed as Additional Director (Non Executive, Independent) on the Board of Directors

of the Company w.e.f. 12 November 2015.

BOARD MEETINGS The Board ensures that the Company’s reporting and disclosure practices meet the highest standards of Corporate Governance and

that the business practices followed by the Company are oriented towards meeting obligations towards various stakeholders and

enhancing shareholders value.

The Board generally meets at regular intervals to discuss and decide on Company’s business policy and strategy apart from normal

business. Agenda and Notes on the agenda are circulated among the Directors, well in advance, in a structured format. All the

Agenda items are supported by relevant information, documents and presentation to enable the Board to take informed decisions.

In addition to the information required under Annexure X to the Revised Clause 49 of the Listing Agreement, the Board is also kept

informed of major events wherever necessary.

The details of Board meetings held during the financial year and the number of Directors present are listed below:

Details of the Board Meeting and Attendance

Date of the Board Meeting City No. of Directors Present

23 May 2014 Kolkata 8

4 July 2014 Kolkata 7

12 August 2014 Kolkata 6

26 September 2014 Kolkata 7

14 November 2014 Kolkata 8

18 December 2014 New Delhi 5

10 February 2015 Bhubaneswar 8

Details of remuneration paid to Board of Directors A. Non Executive Directors

Name of the DirectorSitting Fees

paid1

Total payments paid / payable in 2014-15

No. of Board Meetings Attended Last AGM2

(Rs.) (Rs.) Held AttendedMr. Maya Shanker Verma 180,000 180,000 7 5 No

Mr. Shiv Dayal Kapoor 270,000 270,000 7 7 Yes

Mr. Debi Prasad Bagchi 240,000 240,000 7 7 Yes

Mr. Pradip Kumar Khaitan - - 7 - No

Mr. Shanti Narain 40,000 40,000 7 1 No

Mr. Subrato Trivedi 140,000 140,000 7 5 No

Ms. Gauri Rasgotra 60,000 60,000 7 2 No

Mr. Pratip Chaudhuri 90,000 90,000 7 3 No

Mr. Saubir Bhattacharyya 20,000 20,000 7 1 No

Total 1,040,000 1,040,000

Note: 1. During 2014 - 15, sitting fees were paid @ Rs. 20,000 per Board Meeting and Rs. 10,000 per Committee Meeting, i.e.

Audit, Stakeholders Relationship, Finance & Banking and Nomination and Remuneration Committees.

2. Annual General Meeting was held on 24 December 2014.

3. No stock options have been granted during the year to any of the Directors.

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B. Executive Directors

Name of the Director

Relationship with other Directors

Business relationship with the Company, if

any

Remuneration paid during 2014-15All elements of remuneration package, i.e.

salary, benefits, bonuses etc.

(Rs.)

Fixed component & performance

linked incentives, along with

performance criteria

Service contracts,

notice period,

severance fee

Stock option

details, if any

Mr. Vishambhar Saran See Note (a) Chairman 16,905,943/- See note (b) See note (c) See note (d)

Mr. Vishal Agarwal See Note (a)Vice Chairman &

Managing Director16,694,220/- See note (b) See note (c) See note (d)

Mr. Punkaj Kumar Bajaj See Note (a)

Joint Managing

Director &

CEO(Steel Business)

9,920,060/- See note (b) See note (c) See note (d)

(a) Mr. Vishambhar Saran is the father of Mr. Vishal Agarwal. Other than this, none of the other Directors are in any way

related to any other Director.

(b) In view of the ongoing losses being incurred by the Company, Mr. Vishambhar Saran and Mr.Vishal Agarwal had

volunteered for reducing their salary retrospectively w.e.f. 1 April 2014. The same has been approved by the Board of

Directors on 15 September 2015.

Mr. Punkaj Kumar Bajaj, erstwhile Joint Managing Director & CEO (Steel Business) is entitled to a Performance Bonus of

Rs. 2,000,000 p.a. as per the terms of his appointment and remuneration, approved by the Board of Directors at its

meeting held on 14 February 2014. The performance bonus for the financial year 2014 – 15 is to be paid to him. The

Company has internal norms for assessing performance of its Executive Directors which is done by the Board.

(c) Mr. Vishambhar Saran has been reappointed as Wholetime Director designated as Chairman of the Company for a period

of 3 years with effect from 15 December 2013. The appointment may be terminated by either party by giving 1 month

notice in writing and no severance fee is payable.

Mr. Vishal Agarwal has been reappointed as Vice Chairman & Managing Director of the Company for a period of 3 years

with effect from 25 June 2014. The appointment may be terminated by either party by giving 1 month notice in writing

and no severance fee is payable.

Mr. Punkaj Kumar Bajaj had been appointed as the Joint Managing Director & CEO (Steel Business) of the Company with

effect from 1 March 2014. Mr. Bajaj voluntarily retired from the services of the company w.e.f the close of business hours

of 14 September 2015.

(d) Mr. Vishambhar Saran and Mr. Vishal Agarwal, being the promoters of the Company are not eligible for grant of Options

under the ESOP Scheme 2010 of the Company. No options were granted to Mr. Punkaj Kumar Bajaj.

(e) During the financial year 2014-15, 7 meetings of the Board of Directors were held. Mr. Vishambhar Saran, Chairman was

present in all the 7 Board Meetings and Mr. Vishal Agarwal, Vice Chairman & Managing Director was present in 5 Board

Meetings. Mr. Punkaj Kumar Bajaj was present in 6 Board Meetings. Mr. Vishambhar Saran, Mr. Vishal Agarwal and

Mr. Punkaj Kumar Bajaj were present at the Annual General Meeting held on 24 December 2014.

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II. BOARD COMMITTEES Audit Committee The Audit Committee comprises of 3 Directors, all Non Executive Independent Directors, details given under as on 31 March 2015:

Mr. Shiv Dayal Kapoor, Chairman - Independent Director

Mr. Debi Prasad Bagchi - Independent Director

Mr. Pratip Chaudhuri - Independent Director

All members of the Audit Committee are financially literate and possess requisite accounting or financial management

expertise.

The Company Secretary acts as Secretary to the Committee. The powers, role and terms of reference of the Committee

are as per the provisions Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and the

Committee reviews information as prescribed under Clause 49 at its meetings.

The broad terms of reference of the Audit Committee are:

1. Overseeing the Company’s financial reporting process and disclosure of financial information to ensure that the

financial statements are correct, sufficient and credible.

2. Reviewing with the management the internal control systems, internal audit functions, observations of the auditors,

periodical financial statements before submission to the Board.

3. Recommendation of matters relating to financial management and audit reports.

4. The Committee is authorised to investigate into matters contained in the terms of reference or referred / delegated

to it by the Board and for this purpose, has full access to information / records of the Company including seeking

external professional support, if necessary.

During the financial year 2014-15, the Committee met 6 (six) times on 23 May 2014, 12 August 2014, 26 September

2014, 14 November 2014, 18 December 2014 and 10 February 2015. The details of attendance by the Committee

members are as given under:

Name of the DirectorNo. of meetings

Held AttendedMr. Shiv Dayal Kapoor 6 6

Mr. Debi Prasad Bagchi 6 6

Mr. Pratip Chaudhuri1 6 1

Mr. Maya Shanker Verma2 6 4

Mr. Subrato Trivedi3 6 4

Note: 1. Mr. Pratip Chaudhuri became a member of the Committee w.e.f. 24 December 2014.

2. Mr. Maya Shanker Verma ceased to be a Director w.e.f. 24 December 2014.

3. Mr. Subrato Trivedi retired as Director w.e.f. 24 December 2014.

The Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on 24

December 2014.

Stakeholders Relationship CommitteeIn terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board re-named the then “Share

Transfer and Investor Grievance Committee” as the Stakeholders Relationship Committee w.e.f. 23 May 2014.

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The Stakeholders Relationship Committee comprises of the following Directors as on 31 March 2015:

Mr. Pratip Chaudhuri, Chairman - Independent Director

Mr. Vishal Agarwal - Vice Chairman & Managing Director

Ms. Gauri Rasgotra - Independent Director

The primary function of the Committee is to consider and resolve the grievances of the stakeholders of the Company,

including complaints relating to transfer and transmission of securities, non-receipt of dividends and such other grievances

as may be raised by the security holders from time to time. As on 31 March 2015, 100% of the Company’s shares are in

dematerialised form and the shares are compulsorily traded on the stock exchanges in the dematerialised form.

During the financial year 2014-15, the Committee met 4 (four) times on 23 May 2014, 12 August 2014, 14 November

2014 and 10 February 2015 and the details of attendance by the Committee members are as given under:


Held AttendedMr. Pratip Chaudhuri1 4 1

Mr. Vishal Agarwal 4 3

Ms. Gauri Rasgotra2 4 1

Mr. Shiv Dayal Kapoor3 4 3


Mr. Shanti Narain5 4 1

Note: 1 Mr. Pratip Chaudhuri was appointed as Chairman of the Committee w.e.f. 24 December 2014. 2 Ms. Gauri Rasgotra became a member of the Committee w.e.f. 24 December 2014.3 Mr. Shiv Dayal Kapoor ceased to be a member of the Committee w.e.f. 24 December 2014.4 Mr. Maya Shanker Verma ceased to be a Director w.e.f. 24 December 2014.5 Mr. Shanti Narain ceased to be a Director w.e.f. 30 June 2014.

The Chairman of the Stakeholders Relationship Committee was present at the Annual General Meeting of the Company

held on 24 December 2014.

In terms of the listing agreement, the Board has appointed Company Secretary as the Compliance Officer of the Company.

Complaints received and redressed by the Company during the financial year:Details of shareholders’ complaints are given in the “Shareholder Information” section of the Annual report.

Nomination and Remuneration CommitteeIn terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board re-constituted the then

Remuneration Committee into “the Nomination and Remuneration Committee” w.e.f. 19 May 2014

The role and terms of reference of the Nomination and Remuneration Committee, inter alia, includes the following:

to lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in

Senior Management or KMP of the Company;

to lay down the terms and conditions in relation to the appointment of Directors, Senior Management Personnel or

KMP and recommend to the Board the appointment and removal of Directors, Senior Management Personnel

or KMP;

to lay down criteria to carry out evaluation of every Director’s performance;

to formulate criteria for determining qualification, positive attributes and Independence of a Director;

64


to determine the composition and level of remuneration, including reward linked with the performance, which is

reasonable and sufficient to attract, retain and motivate Directors, KMP and Senior Management Personnel to work

towards the long term growth and success of the Company;

to devise a policy on the diversity of the Board; and

to assist the Board with developing a succession plan for the Board.

The Committee comprises of the following Directors as on 31 March 2015:


Mr. Debi Prasad Bagchi - Independent Director


During the financial year 2014-15, the Committee met 4 (four) times on 23 May 2014, 26 September 2014, 14 November

2014 and 10 February 2015. The details of attendance by the Committee members are as given under:


Held AttendedMr. Shiv Dayal Kapoor1 4 3

Mr. Debi Prasad Bagchi 4 4

Ms. Gauri Rasgotra2 4 1

Mr. Shanti Narain3 4 1

Mr. Pradip Kumar Khaitan4 4 -


Note: 1 Mr. Shiv Dayal Kapoor has been appointed as the Chairman of the Committee w.e.f. 30 May 2014. 2 Ms. Gauri Rasgotra became a member of the Committee w.e.f. 24 December 2014.3 Mr. Shanti Narain ceased to be a Director w.e.f. 30 June 2014.4 Mr. Pradip Kumar Khaitan ceased to be a Director w.e.f. 30 May 2014.5 Mr. Maya Shanker Verma ceased to be a Director w.e.f. 24 December 2014.

The Nomination and Remuneration policy of the Company forms part of the Board Report.

The Chairman of the Nomination and Remuneration Committee was present at the Annual General Meeting of the

Company held on 24 December 2014.

Corporate Social Responsibility CommitteeIn terms of Section 135 of the Companies Act, 2013, the Board on 26 September 2014, constituted a Corporate Social

Responsibility (CSR) Committee to monitor the Corporate Social Responsibility (CSR) Policy of the Company and the

activities included in the policy.

The Committee comprises of the following Directors as on 31 March 2015:

Mr. Vishal Agarwal, Chairman - Vice Chairman & Managing Director

Mr. Shiv Dayal Kapoor - Independent Director


The CSR policy is available on the website of the Company www.visasteel.com and also forms part of the Board Report.

During the financial year 2014-15, no meeting of the Committee was held. The CSR initiatives undertaken by the

Company, although not mandatory under Section 135 of the Act read with Companies (Corporate Social Responsibility

Policy) Rules 2014, are detailed in the Annual Report.

65


Risk Management CommitteeThe Company periodically identifies, assesses and monitors risks associated with operations, foreign exchange fluctuation,

processes and systems, statutory compliances, HR policies etc. The Internal Auditor conducts periodical audits and reports

to the Audit Committee at its meetings on the adequacy of the procedures.

In terms of Clause 49 of the Listing Agreement, the Company had constituted a Risk Management Committee (RMC) on

26 September 2014, inter alia for framing, implementing and monitoring the risk management policy of the Company.

The Committee comprised of the following Directors as on 31 March 2015:




The Risk Management Committee has been dissolved by the Board of Directors on 13 November 2015.

Finance & Banking CommitteeIn addition to the above Committees, your Company has a Finance & Banking Committee with powers to approve

strategies, plans, policies and actions related to corporate finance. The Committee comprises of the following Directors as

on 31 March 2015:

Mr. Pratip Chaudhuri, Chairman - Independent Director


Mr. Shiv Dayal Kapoor - Independent Director

Mr. Pradip Kumar Khaitan was a member of the Finance & Banking Committee upto 30 May 2014. He ceased to be a

Director w.e.f. 30 May 2014.

A meeting of the Finance & Banking Committee was held on 10 February 2015, which was attended by all the members

of the Committee.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS The Program intends to provide insights into the Company so that the Independent Directors can understand the Company’s

business in depth and the roles, rights, responsibility that they are expected to perform/enjoy in the Company to keep them

updated on the operations and business of the Company thereby facilitating their active participation in managing the affairs

of the Company.

The Familiarisation Programme is available on the website of the Company at www.visasteel.com.

VIGIL MECHANISM The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The

policy provides for adequate safeguards against victimization of employees and / or Directors and also provides for direct access

to the Chairman of the Audit Committee. The Policy is uploaded on the website of the Company at www.visasteel.com

III. SUBSIDIARY COMPANIES The Company has 7 (Seven) subsidiaries including indirect subsidiaries, VISA BAO Limited (VBL), VISA SunCoke Limited (VSCL),

Kalinganagar Special Steel Private Limited, VISA Ferro Chrome Limited, VISA Special Steel Limited, Ghotaringa Minerals Limited

and Kalinganagar Chrome Private Limited, as on 31 March 2015.

Clause 49 defines a “material non-listed Indian subsidiary” as an unlisted subsidiary, incorporated in India, whose net worth

exceeds 20% of the consolidated net worth of the Company as per the audited balance sheet of the previous financial year or

income exceeds 20% of the consolidated income of the Company as per the audited balance sheet of the previous financial

year. Under this definition, VBL and VSCL are “material non-listed Indian subsidiary” of your Company.

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In accordance with the Clause 49 (III) of the Listing Agreement, the following is duly complied with:

Mr. Shiv Dayal Kapoor, an Independent Director on the Board of Directors of the Company is a Director on the Board

of Directors of VBL and VSCL.

The Audit Committee reviews the financial statements and in particular, the investments made by the unlisted

subsidiary companies.

The minutes of the Board meetings as well as statements of all significant transactions of the unlisted subsidiary

companies are placed before the Board of Directors of the Company for their review.

In terms of Clause 49(V) of the Listing Agreement the Company has formulated a Policy for Determining Material Subsidiaries

and the same is available on the Company’s website at: www.visasteel.com.

IV. RELATED PARTY TRANSACTIONS All transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing

Agreement during the year were on an arm’s length price basis and in the ordinary course of business. These have been

placed and approved by the Audit Committee. The Board of Directors have approved and adopted a policy on Related Party

Transactions and the same has been uploaded on the website of the Company and can be accessed at: www.visasteel.com.

V. DISCLOSURES Related Party transactions Related Party transactions as specified under Clause 49 of the Listing Agreement are placed before the Audit Committee.

A comprehensive list of Related Parties and their transactions as required by AS-18 issued by the Institute of Chartered

Accountants of India, forms part of Note No. 48 to the Financial Statements in the Annual Report.

Disclosure of Accounting Treatment Your Company has not adopted any alternative accounting treatment prescribed differently from the Accounting Standards

Details of non-compliance by the Company, penalties and strictures imposed on the Company by the stock exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

There has been no instance of any non-compliance.

Details of compliance with mandatory requirements and adoption of non-mandatory requirements of this clause. Company is in compliance with all the mandatory requirements of this Clause. The Company issues Investor & Press

Releases wherever applicable, which are sent to the Stock Exchanges and are available on the website of the Company.

Other non-mandatory requirements shall be put in place, as and when considered and approved by the Board.

Remuneration of Directors All details of remuneration to Directors have been disclosed above.

The details of the shares held by the Non Executive Directors as on 31 March 2015 are as given below:

Name of the Director No. of shares heldMr. Shiv Dayal Kapoor -

Mr. Debi Prasad Bagchi -

Mr. Pratip Chaudhuri -

Ms. Gauri Rasgotra -

Mr. Saubir Bhattacharyya -

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Management A detailed report on Management’s Discussion and Analysis forms part of this Annual Report.

Code of Conduct The Board of Directors adopted a Code of Conduct for the members of the Board, Committees and Senior Management

of the Company and also for Independent Directors in compliance with the provisions of Revised Clause 49 of the Listing

Agreement. In compliance with Clause 49 (II)(E) the Code of Conduct suitably lays down the duties of the Independent

Director as laid down in the Companies Act, 2013.

The Code of Conduct applicable to Directors and Senior Management, as approved by the Board of Directors is available on the

website of the Company at: www.visasteel.com. All Directors and Senior Management Personnel have affirmed compliance with

the Code and a declaration signed by the erstwhile Joint Managing Director & CEO (Steel Business) is given below:

“I hereby confirm that, the Company has obtained from all the members of the Board and Senior Management, affirmation that

they have complied with the Code of Conduct for Directors and Senior Management in respect of the financial year 2014-15.”

Place: Kolkata Punkaj Kumar Bajaj

Date: 29 May 2015 Joint Managing Director &

CEO(Steel Business)

ShareholdersDetails of Directors being appointed / re-appointed, have been disclosed in the Notice for the Annual General Meeting (AGM),

i.e. a brief resume, nature of expertise in specific functional areas, names of directorships and committee memberships and

their shareholding in the Company.

Means of communication Quarterly results

Which newspapers normally published in - Financial Express

- Sambad (Oriya)

Any website, where displayed - www.visasteel.com

Whether it displays official news releases - Yes

Presentation to investors / analysts - Available as and when made

Whether Shareholder Information Report forms - Yes

part of the Annual Report

The Annual Report containing inter alia audited Annual Accounts, Consolidated Financial Statements, Reports of the Auditors

and Directors, Chairman’s Statement, Management Discussion and Analysis Report and other important information is

circulated to the members and displayed on the Company’s website.

Intimation to Stock Exchanges The Company intimates the Stock Exchanges about all price sensitive information or such other matters which in its

opinion are material and of relevance to the shareholders.

Details on use of proceeds from public issue, right issue, preferential issue During the year, the Company did not raise any money through public issue, right issues or preferential issue and there

was no unspent money raised through such issues.

Code for prevention of Insider Trading practices As per the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company Secretary is the Compliance Officer and is

responsible for setting forth policies, procedures, monitoring adherence to the rules for the preservation of price-sensitive

information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct for trading in

Company’s securities under the overall supervision of the Board.

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The Company has adopted a Code of Conduct for Prevention of Insider Trading aswell as a Code of Fair practices and

procedures for fair disclosure of UPSI. All the Directors on the Board, Senior Management and other employees who could

be privy to unpublished price-sensitive information of the Company are governed by this Code.

CEO and CFO certification As required by Clause 49 of the Listing Agreement, the CEO and CFO have given appropriate certifications to the Board of

Directors.

General Body Meetings Current AGM date, time and venue:

The forthcoming Annual General Meeting will be held on Monday, 28 December 2015 at 12:30 p.m. at IDCOL Auditorium,

IDCOL House, Ashok Nagar, Near Indira Gandhi Park, Unit – II, Bhubaneswar 751 009.

Location and time, where last three AGM’s were held:

Year Location Date Time Special resolutions passed2013-2014 IDCOL Auditorium, IDCOL House,

Ashok Nagar, Near Indira Gandhi

Park, Unit – II, Bhubaneswar 751 009

24 December 2014 10.30 a.m. 1. Approval and adoption of new set

of Articles of Association of the

Company.

2. Appointment of Mr. Punkaj Kumar

Bajaj as the Joint Managing

Director & CEO (Steel Business) of

the Company.

3. Re-appointment of Mr. Vishal

Agarwal as Vice Chairman

& Managing Director of the

Company.

4. Approval of related party

transactions.

5. Waiver of excess remuneration

paid to Mr. Vishambhar Saran,

Wholetime Director designated as

Chairman.


paid to Mr. Vishal Agarwal, Vice

Chairman & Managing Director.


paid to Mr. Pankaj Gautam, Joint

Managing Director & CEO.

8. Consent to pay commission to

Non-Executive Directors not

exceeding 1% of the net profit.

9. Appointment of Ms. Bhawna

Agarwal, to hold office or place

of profit as President (CSR &

Corporate Communication)

69





16 December 2013 3.30 p.m. 1. Appointment of Mr. Pankaj

Gautam as Joint Managing

Director & CEO.

2. Waiver of recovery of

remuneration paid in excess of

the prescribed statutory limits

to Mr. Pankaj Gautam as Joint

Managing Director & CEO.

3. Revision of remuneration of Mr.

Vishambhar Saran, Whole-time

Director designated as Chairman

and payment of the same as

minimum remuneration in case

of loss / inadequacy of profits

in any financial year during

the remaining tenure of his

appointment.

4. Re-appointment of Mr.

Vishambhar Saran as Whole-time

Director designated as Chairman

of the Company.

5. Revision of remuneration of Mr.

Vishal Agarwal, Vice Chairman

and Managing Director and

payment of the same as





appointment.

6. Revision of remuneration of

Mr. Pankaj Gautam, Joint

Managing Director & CEO,

and payment of the same as





appointment.

70





14 August 2012 4.00 p.m. 1. Appointment of Mr. Prabir

Ramnendralal Bose as Deputy

Managing Director of the

Company.

2. Re-Approval, Rectification &

Confirmation of Remuneration

Payable to Mr. Vishambhar Saran,

Wholetime Director Designated

as Chairman, as approved by the

members at the 15th Annual

General Meeting of the Company

held on 26 July, 2012, in case

of Loss/Inadequacy of profits

in any Financial year during the

remaining tenure of appointment

and waiver of remuneration paid

in excess of the specified limits

to Mr. Saran as Chairman of the

Company for the Financial year

2011 – 12.

3. Re-Approval, Rectification &

Confirmation of Remuneration

Payable to Mr. Vishal Agarwal,

Managing Director, as approved

by the members at the 15th

Annual General Meeting of the

Company held on 26 July, 2012,

in case of Loss/Inadequacy of

profits in any Financial year

during the remaining tenure

of appointment and waiver of

remuneration paid in excess of

the specified limits to Mr. Agarwal

as Managing Director of the


2011 – 12.

4. Waiver of remuneration paid

in excess of the specified limits

to Mr. Basudeo Prasad Modi as

Deputy Managing Director of the


2011 – 12.

Postal Ballot Whether resolutions were put through postal ballot last year : Yes

The Company has passed special resolution through postal ballot during 2014-15 in regards to the following matters:

Borrowing powers of the Board

Creation of charge on the assets of the Company

71


Sl. No.

Particulars Resolution No.1 under section 180(1)(c) of the Companies Act, 2013, as a Special

Resolution

Resolution No. 2 under section 180(1)(a) of the Companies Act, 2013, as a Special

Resolution

No. of Postal Ballot Forms/ E- Voting

No. of Shares

% of total paid up equity capital

No. of Postal Ballot Forms/ E- Voting

No. of Shares

% of total paid up equity capital

a. Postal Ballot Forms

received

146 2,35,83,751 21.44 146 2,35,83,751 21.44

b. E-voting 34 5,89,85,264 53.62 34 5,89,85,264 53.62

Total Voting 180 8,25,69,015 75.06 180 8,25,69,015 75.06

c. Less: Invalid Postal

Ballot Forms/E-voting

confirmations

5 1,753 0.00 5 2,412 0.00

d. Net Valid Postal

Ballot Forms/E voting

confirmations

175 8,25,67,262 75.06 175 8,25,66,603 75.06

Less: No. of shares

not voted for/

abstained from

voting

315 0 305 0

Total voted shares 8,25,66,947 75.06 8,25,66,298 75.06

i) Postal ballot Forms/

E-Voting with assent

for the Resolution

158 8,25,63,295 75.06 158 8,25,62,527 75.06

ii) Postal ballot Forms/

E-Voting with dissent

for the Resolution

16 3,652 0.00 16 3,771 0.00

Person who conducted the postal ballot exerciseMr. Debendra Raut, of M/s. D. Raut & Associates, Practising Company Secretary was appointed by the Board as Scrutinizer

to receive and scrutinize the completed postal ballot forms/e-votes received from the Members and for conducting the

Postal Ballot in a fair and transparent manner.

Procedure of postal Ballot During the conduct of the Postal Ballot, the Company had in terms of Clause 35B of the Listing Agreement provided

e-voting facility to its shareholders to cast their votes electronically through the Karvy e-voting platform. Postal ballot

forms and business reply envelopes were sent to shareholders to enable them to cast their vote in writing on the postal

ballot. The Company also published a notice in the newspaper declaring the details of completion of dispatch and other

requirements as mandated under the Companies Act, 2013 and applicable Rules.

The scrutinizer submitted his report to the Chairman, after completion of the scrutiny and the results of voting by posting

ballot were then announced by the Chairman. The voting results were sent to the Stock Exchanges and displayed on the

Company’s website. The date of declaration of the results by the Company is deemed to be the date of passing of the

resolutions.

In terms of Clause 49 of the Listing Agreement with Stock Exchanges, the Statutory Auditors’ Certificate that the

Company has complied with the conditions of Corporate Governance is annexed to the Report.

72


1. ANNUAL GENERAL MEETING- Date and Time : 28 December 2015 at 12:30 p.m.

- Venue : IDCOL Auditorium, IDCOL House, Ashok Nagar, Near

Indira Gandhi Park, Unit – II, Bhubaneswar 751 009

2. FINANCIAL YEAR : April to March

3. FINANCIAL CALENDAR (TENTATIVE) :

Financial reporting and Limited Review for the quarter ending 30 June 2015 Mid August 2015

Financial reporting and Limited Review for the half year ending 30 September 2015 Mid November 2015

Financial reporting and Limited Review for the quarter ending 31 December 2015 Mid February 2016

Financial reporting for the year ending 31 March 2016 End May 2016

Annual General Meeting for the year ending 31 March 2016 End July 2016

4. DATES OF BOOK CLOSURE : 21 December 2015 to 28 December 2015

(both days inclusive)

5. DIVIDEND PAYMENT DATE : Not applicable

6. REGISTERED OFFICE : 11 Ekamra Kanan,

Nayapalli,

Bhubaneswar 751 015

Tel: +91 674 2552 479, Fax: +91 674 2554 661

E-mail: [email protected]

Website: www.visasteel.com

7. LISTING DETAILS : Equity Shares

BSE Limited

Phiroze Jeejeebhoy Towers

Dalal Street,

Mumbai 400 001

Stock Code: 532721

National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G,

Bandra Kurla Complex,

Bandra (E),

Mumbai 400 051

Stock Symbol: VISASTEEL

Note: Listing fees has been paid to the Stock Exchanges for the year 2015-16.

Shareholders Information

73


8. STOCK PRICE DATA

BSE Limited National Stock Exchange of India LimitedHigh Low Close No. of Shares

Traded High Low Close No. of Shares

Traded

Apr-2014 18.45 16.00 16.15 199,504 18.50 16.00 16.20 520,978

May-2014 30.15 15.20 24.30 775,450 30.05 15.55 24.00 1,936,269

Jun-2014 29.00 21.90 24.35 255,157 29.00 22.00 24.55 680,796

Jul-2014 26.25 21.20 21.45 201,624 26.15 21.00 21.55 513,778

Aug-2014 22.55 18.20 18.30 134,521 23.50 18.05 18.40 230,672

Sep-2014 25.60 17.50 18.90 369,034 25.65 17.50 19.00 976,229

Oct-2014 20.25 17.10 20.15 71,330 20.65 17.20 20.20 171,834

Nov-2014 23.55 18.65 18.85 399,319 23.60 18.60 19.05 814,595

Dec-2014 21.40 16.40 17.20 146,518 19.65 16.50 17.20 255,451

Jan-2015 21.20 16.80 17.50 98,515 19.30 14.55 17.65 287,671

Feb-2015 18.50 16.55 16.90 76,921 18.45 16.10 17.00 182,537

Mar-2015 17.40 13.65 14.60 113,041 19.25 13.55 15.10 278,864

9. STOCK CODE

Reuters BloombergBSE Limited VISA.BO VISA:IN

National Stock Exchange of India Limited VISA.NS VISA:IN

10. STOCK PERFORMANCE

180

140

100

60

20

Stock Performance (Indexed)

Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Apr-15

VSL Sensex Nifty

74


11. STOCK PERFORMANCE OVER THE PAST FEW YEARS(In Percentage)

1 Year 2 Years 3 Years 4 Years 5 YearsVISASTEEL (BSE) (-)7.65 (-)65.41 (-)73.51 (-)66.59 (-)64.39

BSE Sensex 24.89 48.43 60.64 43.78 59.50

NSE Nifty 25.98 49.42 60.34 45.55 61.76

12. REGISTRARS AND TRANSFER AGENTS (Share transfer and communication regarding share certificates,

dividends and change of address)

: Karvy Computershare Private Limited

Unit: VISA Steel Limited

Karvy Selenium Tower B, Plot 31-32, Gachibowli,

Financial District, Nanakramguda, Hyderabad-500032

Tel: + 91 40 2342 0818, Fax: + 91 40 2342 0814


Website: www.karvy.com

13. SHARE TRANSFER SYSTEM : The Board of Directors have delegated powers to

the Registrars & Transfer Agents for effecting share

transfers, splits, consolidation, sub-division, issue of

duplicate share certificates, rematerialisation and

dematerialisation, etc., as and when such requests are

received.

: The Company obtains from a Company Secretary in

Practice half-yearly certificate of compliance with the

share transfer formalities as required under Clause

47(c) of the Listing Agreement and files a copy of

the certificate with the Stock Exchanges. Further,

reconciliation of the share capital audit report is also

submitted on a quarterly basis for reconciliation of

the share capital of the Company.

14. INVESTOR SERVICESComplaints received during the year

Nature of complaints 2014-15 2013-14Received Cleared Received Cleared

Relating to non-allotment, non-receipt of refund cheques

arising out of the IPO exercise- - - -

Grievance related to non receipt of dividend 1 1 4 5

Relating to non receipt of annual reports 2 2 - -

Relating to complaints from SEBI / Stock Exchanges - - 1 1

Total 3 3 5 6

- Number of pending complaints as on 31 March 2015 : NIL

- Number of pending share transfers as at 31 March 2015 : NIL

75


15. DETAILS OF UNCLAIMED SHARES AS ON 31 MARCH 2015: Pursuant to Clause 5A of the Listing Agreement, the details of shares issued pursuant to the initial public issue of the Company

which remains unclaimed and are lying in the escrow account as on 31 March 2015 are as follows:

Year Opening Balance as on 01.04.2014

Cases disposed off during the Financial Year 2014-15

Closing Balance as on 31.03.2015

No. of Cases No. of Shares No. of Cases No. of Shares No. of Cases No. of Shares

2014-15 14 4,055 - - 14 4,055

16. DISTRIBUTION OF SHAREHOLDING AS ON 31 MARCH 2015 :

No. of equity shares held

2015 2014No. of share-

holders

% of share-

holders

No. of shares held

% shareholding

No. of share-

holders

% of share-

holders

No. of shares held

% share-holding

1 – 500 15,437 82.74 2,526,208 2.30 16,808 83.68 2,732,225 2.48

501 – 1000 1,943 10.41 1,460,190 1.32 2,030 10.11 1,518,300 1.38

1001 – 2000 808 4.33 1,175,442 1.07 791 3.94 1,138,924 1.04

2001 – 3000 162 0.87 423,694 0.39 161 0.80 422,132 0.38

3001 – 4000 69 0.37 247,493 0.22 61 0.30 219,894 0.20

4001 – 5000 81 0.43 386,763 0.35 88 0.44 421,152 0.38

5001 – 10000 84 0.45 624,856 0.57 74 0.37 579,171 0.53

10001 and above 74 0.40 103,155,354 93.78 73 0.36 102,968,202 93.61

Total 18,658 100.00 110,000,000 100.00 20,086 100.00 110,000,000 100.00

17. CATEGORIES OF SHAREHOLDING AS ON 31 MARCH 2015:Category 2015 2014

No. of share-holders

No. of shares held

% shareholding

No. of share-holders

No. of shares held

% shareholding

Promoters 3 82,500,000 75.00 3 82,500,000 75.00

Persons acting in concert - - - - - -

Mutual Funds - - - - - -

Banks and Financial

Institutions

- - - - - -

Insurance Companies 1 500,111 0.45 1 500,111 0.45

FIIs 3 11,082,245 10.07 4 10,985,845 9.99

NRIs 277 338,168 0.31 306 344,485 0.31

Bodies Corporate 281 4,016,542 3.65 326 4,007,532 3.64

Indian Public 18,093 11,562,934 10.51 19,446 11,662,027 10.60

Total 18,658 110,000,000 100.00 20,086 110,000,000 100.00

18. DEMATERIALISATION OF SHARES AND LIQUIDITY : 100% of equity shares of the Company are in dematerialised form as on 31 March 2015.

The International Security Identification Number (ISIN) for your Company’s shares is INE286H01012.

The CIN allotted by the Ministry of Corporate Affairs is L51109OR1996PLC004601.

19. DETAILS ON USE OF PUBLIC FUNDS OBTAINED IN THE LAST THREE YEARS

: No funds had been raised from public in the last three years.

76


20. OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY

: Stock Options

In terms of the resolution passed by the Members

at the Annual General Meeting held on 17 August

2010, the Company had granted 900,000 Options

to the specified employees of the Company and its

subsidiary, VISA BAO Limited at an exercise price

of Rs. 46.30 under the Employee Stock Option

Scheme (ESOP Scheme 2010). The vesting of

these options is in a phased manner over a period

of 4 years from the date of grant and the options

may be exercised within a period of 3 years from

the date of vesting of the options, in accordance

with the ESOP Scheme 2010. Each option when

exercised would be converted into one Equity

Share of Rs. 10 each fully paid-up.

During the year under review, 120,469 Stock

Options have vested with the specified employees

of the Company and its subsidiary(ies) under the

ESOP Scheme 2010 and 403,895 Stock Options

have lapsed till 31 March 2015. As on 31 March

2015, none of the Options have been exercised.

21 PLANT LOCATIONSKalinganagar Industrial Complex

P.O. Jakhapura, Dist. Jajpur

Odisha 755 026

Tel: + 91 6726 242441

Fax: + 91 6726 242442

Village Golagaon

Near Duburi

P.O.Pankapal. Dist.Jajpur

Odisha

Tel: + 91 6726 245470

Fax: + 91 6726 245561

22. INVESTOR CORRESPONDENCE Company Secretary,

VISA Steel Limited

VISA House, 8/10 Alipore Road,

Kolkata 700 027

Tel: + 91 33 3011 9000

Fax: + 91 33 3011 9002


In line with the Circular no. SEBI/CFD/DIL/LA/1/2009/24/04 dated 24 April 2009 issued by Securities and Exchange Board of India, the

Company has opened a Demat Account titled “VISA Steel Limited – Demat Suspense Account” comprising shares allotted to investors

during the IPO and not yet credited to the investors’ demat account due to mismatch of information / invalid demat account. Investors who

have not received credit of shares allotted to them during the IPO are requested to contact the Registrars / Company Secretary for the same.

77


AUDITORS’ CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Members of VISA Steel Limited

We have examined the compliance of conditions of Corporate Governance by VISA Steel Limited, for the year ended March 31, 2015,

as stipulated in Clause 49 of the Listing Agreements of the said Company with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was

carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing

Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof,

adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an

expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has

complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with

which the management has conducted the affairs of the Company.

Pradip LawPartner

Membership Number 51790

For and on behalf of

Lovelock & LewesPlace : Kolkata Firm registration Number-301056E

Date : November 13, 2015 Chartered Accountants

78


Independent Auditors’ Report

To the Members of VISA Steel Limited

REPORT ON THE STANDALONE FINANCIAL STATEMENTS1. We have audited the accompanying standalone financial

statements of VISA Steel Limited (“the Company”), which

comprise the Balance Sheet as at March 31, 2015, the

Statement of Profit and Loss, the Cash Flow Statement

for the year then ended, and a summary of the significant

accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS2. The Company’s Board of Directors is responsible for

the matters stated in Section 134(5) of the Companies

Act, 2013 (“the Act”) with respect to the preparation of

these standalone financial statements to give a true and

fair view of the financial position, financial performance

and cash flows of the Company in accordance with the

accounting principles generally accepted in India, including

the Accounting Standards specified under Section 133

of the Act, read with Rule 7 of the Companies (Accounts)

Rules, 2014. This responsibility also includes maintenance

of adequate accounting records in accordance with the

provisions of the Act for safeguarding of the assets of the

Company and for preventing and detecting frauds and

other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that

are reasonable and prudent; and design, implementation

and maintenance of adequate internal financial controls,

that were operating effectively for ensuring the accuracy

and completeness of the accounting records, relevant to the

preparation and presentation of the financial statements

that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY3. Our responsibility is to express an opinion on these

standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act

and the Rules made thereunder including the accounting

standards and matters which are required to be included in

the audit report.

5. We conducted our audit in accordance with the Standards

on Auditing specified under Section 143(10) of the Act

and other applicable authoritative pronouncements issued

by the Institute of Chartered Accountants of India. Those

Standards and pronouncements require that we comply

with ethical requirements and plan and perform the audit

to obtain reasonable assurance about whether the financial

statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the

financial statements. The procedures selected depend on

the auditors’ judgment, including the assessment of the

risks of material misstatement of the financial statements,

whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial control

relevant to the Company’s preparation of the financial

statements that give a true and fair view, in order to design

audit procedures that are appropriate in the circumstances,

but not for the purpose of expressing an opinion on whether

the Company has in place an adequate internal financial

controls system over financial reporting and the operating

effectiveness of such controls. An audit also includes

evaluating the appropriateness of the accounting policies

used and the reasonableness of the accounting estimates

made by the Company’s Directors, as well as evaluating the

overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our qualified

audit opinion on the standalone financial statements.

BASIS FOR QUALIFIED OPINION8. We draw your attention to Note 34 (a) to the financial

statements with respect to the transfer of the Company’s

Special Steel business to a wholly owned subsidiary, which

has not been disclosed by the Company as a discontinuing

operation subsequent to approval by the Board of Directors

of the Company for such discontinuance, its intimation to

the stock exchanges in which the Company’s shares are

listed and filing of the Scheme of demerger as approved

by shareholders of the Company with the High Court.

Accordingly, the Company has not disclosed the results

from discontinuing Special Steel business included in the

financial statements together with details relating to total

assets to be disposed, total liabilities to be settled, pre tax

profit or loss, income tax expense, post tax profit or loss,

net cash flows pertaining to the operating, investing, and

financing activities etc. attributable to the Special Steel

business which is not in accordance with Accounting

Standard 24, Discontinuing Operations. The impact of such

deviation on total assets and liabilities as at March 31,

2015 and loss or earnings per share, cash flows for the year

on that date is presently not ascertainable.

QUALIFIED OPINION9. In our opinion and to the best of our information and

according to the explanations given to us, except for the

indeterminate effect of the matter referred to in the Basis

for Qualified Opinion paragraph above, the aforesaid

standalone financial statements give the information

79


required by the Act in the manner so required and give

a true and fair view in conformity with the accounting

principles generally accepted in India, of the state of affairs

of the Company as at March 31, 2015, and its loss and its

cash flows for the year ended on that date.

EMPHASIS OF MATTER10. We draw attention to Note 44 to the financial statements,

regarding the preparation of the same on going concern

basis. The Company has incurred a net loss of Rs. 2414.40

million during the year ended March 31, 2015 and, as of

that date, the Company’s current liabilities exceeded its

current assets by Rs. 10,521.43 million, and the Company’s

net worth has been eroded as at the balance sheet date.

However, in view of developments regarding the supply

of raw materials as well as fresh line of credit from lenders

in line with existing increased production capacity and

other matters stated in the aforesaid note, these financial

statements have been prepared on a going concern basis

and no adjustment has been made to the carrying value

of the assets and liabilities. Our opinion is not qualified in

respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS11. As required by ‘the Companies (Auditor’s Report) Order,

2015’, issued by the Central Government of India in terms

of sub-section (11) of Section 143 of the Act (hereinafter

referred to as the “Order”), and on the basis of such

checks of the books and records of the Company as we

considered appropriate and according to the information

and explanations given to us, we give in the Annexure a

statement on the matters specified in paragraphs 3 and 4

of the Order.

12. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and

explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit.

(b) In our opinion, except for the indeterminate effect

of the matter referred to in the Basis for Qualified

Opinion paragraph above, proper books of account as

required by law have been kept by the Company so far

as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss,

and the Cash Flow Statement dealt with by this Report

are in agreement with the books of account.

(d) In our opinion, except for the indeterminate effect

of the matter referred to in the Basis for Qualified

Opinion paragraph above, the aforesaid standalone

financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read

with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) The matter mentioned under Emphasis of Matter

paragraph above , in our opinion, may have an adverse

effect on the functioning of the Company.

(f) On the basis of the written representations received from

the directors as on March 31, 2015 taken on record by the

Board of Directors, none of the directors is disqualified as

on March 31, 2015 from being appointed as a director in

terms of Section 164 (2) of the Act.

(g) The qualification relating to maintenance of accounts and

other matters connected therewith are as stated in the

Basis for Qualified Opinion paragraph above.

(h) With respect to the other matters to be included in

the Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our opinion

and to the best of our knowledge and belief and according

to the information and explanations given to us:

i) The Company has disclosed the impact, if any,

of pending litigations as at March 31, 2015 on

its financial position in its standalone financial

statements - Refer Note 22;

ii) The Company has long-term contracts including

derivative contracts for which there were no material

foreseeable losses as at March 31, 2015;

iii) There has been no delay in transferring amounts,

required to be transferred, to the Investor Education

and Protection Fund by the Company during the year

ended March 31, 2015

For Lovelock & Lewes

Firm Registration Number: 301056E

Chartered Accountants

Pradip LawKolkata Partner

May 29, 2015 Membership Number 51790


80


80

Annexure to Independent Auditors’ ReportReferred to in paragraph 11 of the Independent Auditors’ Report of even date to the members of VISA Steel

Limited on the standalone financial statements as of and for the year ended March 31, 2015

i. (a) The Company is maintaining proper records showing

full particulars, including quantitative details and

situation, of fixed assets.

(b) The fixed assets of the Company have been physically

verified by the Management during the year and

no material discrepancies have been noticed on

such verification. In our opinion, the frequency of

verification is reasonable.

ii. (a) The inventory has been physically verified by the

Management during the year. In our opinion, the

frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification

of inventory followed by the Management are

reasonable and adequate in relation to the size of the

Company and the nature of its business.

(c) On the basis of our examination of the inventory

records, in our opinion, the Company is maintaining

proper records of inventory. The discrepancies noticed

on physical verification of inventory as compared to

book records were not material.

iii. The Company has granted an unsecured loan, to one

company covered in the register maintained under Section

189 of the Act. The Company has not granted any secured/

unsecured loans to firms or other parties covered in the

register maintained under Section 189 of the Act.

(a) In respect of the aforesaid loan, an amount

aggregating Rs. 1.99 million is overdue as at Balance

Sheet date, as the party is not repaying the principal

amount as stipulated and is also not regular in

payment of interest thereon.

(b) In respect of the aforesaid loan, where the overdue

amount is more than Rupees One Lakh, in our opinion,

reasonable steps have been taken by the Company

for the recovery of the principal amount and interest.

iv. In our opinion, and according to the information and

explanations given to us, there is an adequate internal

control system commensurate with the size of the Company

and the nature of its business for the purchase of inventory

and fixed assets and for the sale of goods and services.

Further, on the basis of our examination of the books and

records of the Company, and according to the information

and explanations given to us, we have neither come across,

nor have been informed of, any continuing failure to correct

major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposits from the

public within the meaning of Sections 73, 74, 75 and 76

of the Act and the rules framed there under to the extent

notified.

vi. We have broadly reviewed the books of account maintained

by the Company in respect of products where, pursuant to

the rules made by the Central Government of India, the

maintenance of cost records has been specified under sub-

section (1) of Section 148 of the Act, and are of the opinion

that, prima facie, the prescribed accounts and records

have been made and maintained. We have not, however,

made a detailed examination of the records with a view to

determine whether they are accurate or complete.

vii. (a) According to the information and explanations given

to us and the records of the Company examined by

us, in our opinion, the Company is generally regular

in depositing undisputed statutory dues in respect of

provident fund, service tax, tax deducted at source

and labour welfare cess, though there has been a

slight delay in a few cases, and is regular in depositing

undisputed statutory dues, including employees’

state insurance, sales tax, income tax, wealth tax, duty

of customs , duty of excise , value added tax, cess and

other material statutory dues, as applicable, with the

appropriate authorities.

81


Annexure to Independent Auditors’ ReportReferred to in paragraph 11 of the Independent Auditors’ Report of even date to the members of VISA Steel

Limited on the standalone financial statements as of and for the year ended March 31, 2015

(b) According to the information and explanations given to us and the records of the Company examined by us, there are

no dues of wealth-tax, service tax, duty of customs, cess which have not been deposited on account of any dispute. The

particulars of dues of income tax, sales tax, value added tax and duty of excise, as at March 31, 2015 which have not been

deposited on account of a dispute, are as follows

Name ofthe Statute

Nature of dues

Amount (Rs. in Million)

Period to which the amount relates

Forum where the dispute is pending

Income Tax Act, 1961 Income Tax 28.13 Assessment Year

2006-07

The Commissioner of Income Tax Appeals,

Bhubaneswar, Orissa

Central Sales Tax Act, 1956 Sales Tax 111.81 Financial Year

1999-2000

Sales Tax Tribunal, Orissa, Appeal

Orissa Sales Tax Act, 1947 Sales Tax 0.07 Financial Year

2004-05

The Asst. Commissioner of Sales Tax

(Appeals), Jajpur Range, Jaipur Road, Orissa

West Bengal Value Added

Tax Act,2003

Value

Added Tax

43.00 Financial Year

2006-07

The Commissioner of Commercial Taxes,

West Bengal

Central Excise Act, 1944 Excise Duty 10.95 Financial Year

2008-09 to 2010-11

Central Excise Service Tax Apellate

Tribunal

c) The amount required to be transferred to Investor

Education and Protection Fund has been transferred

within the stipulated time in accordance with the

provisions of the Companies Act, 1956 and the rules

made thereunder.

viii. The Company has accumulated losses exceeding fifty

percent of its networth as at March 31, 2015 and it has

also incurred cash losses during the financial year ended on

that date and in the immediately preceding financial year.

ix. According to the records of the Company examined by us

and the information and explanations given to us, except

for dues to financial institutions and banks aggregating

Rs. 2,518.24 million for the period as mentioned in Note 5D

to the financial statements, the Company has not defaulted

in repayment of dues to any financial institution or bank or

debenture holders as at the balance sheet date.

x. In our opinion, and according to the information and

explanations given to us, the Company has not given any

guarantee for loans taken by others from banks or financial

institutions during the year. Accordingly, the provisions of

Clause 3(x) of the Order are not applicable to the Company.

xi. In our opinion, and according to the information and

explanations given to us, the term loans have been applied

for the purposes for which they were obtained.

xii. During the course of our examination of the books and

records of the Company, carried out in accordance with

the generally accepted auditing practices in India, and

according to the information and explanations given to

us, we have neither come across any instance of material

fraud on or by the Company, noticed or reported during the

year, nor have we been informed of any such case by the

Management.


Firm Registration Number: 301056E


Pradip LawKolkata Partner

May 29, 2015 Membership Number 51790


82


NoteAs at

31 March 2015 As at

31 March 2014 I. EQUITY AND LIABILITIES

Shareholders’ FundsShare Capital 3 1,100.00 1,100.00

Reserves and Surplus 4 124.31 2,570.14

1,224.31 3,670.14

Non-current LiabilitiesLong-term Borrowings 5 23,254.30 21,842.14

Deferred Tax Liabilities (Net) 6 - -

Other Long-term Liabilities 7 787.20 787.20

Long-term Provisions 8 14.91 12.54

24,056.41 22,641.88

Current LiabilitiesShort-term Borrowings 9 4,397.23 1,395.00

Trade Payables 10 2,757.80 3,994.31

Other Current Liabilities 11 6,171.06 5,689.35

Short-term Provisions 12 35.78 28.09

13,361.87 11,106.75

Total 38,642.59 37,418.77 II. ASSETS

Non-current AssetsFixed Assets

Tangible Assets 13 A 27,467.92 9,141.65

Intangible Assets 13 B 5.29 7.66

Capital Work-in-progress 13 C 2,964.54 19,391.06

30,437.75 28,540.37

Non-current Investments 14 4,511.39 4,511.39

Long-term Loans and Advances 15 851.87 888.21

Other Non-current Assets 16 1.14 29.27

35,802.15 33,969.24

Current AssetsInventories 17 1,124.87 1,519.38

Trade Receivables 18 561.17 408.25

Cash and Bank balances 19 50.60 135.12

Short-term loans and advances 20 1,016.21 1,218.91

Other Current Assets 21 87.59 167.87

2,840.44 3,449.53

Total 38,642.59 37,418.77

This is the Balance Sheet The accompanying notes form an

referred to in our report of even date. integral part of these Financial Statements.

For Lovelock & Lewes For and on behalf of the Board of Directors

Firm Registration Number - 301056E


Vishal Agarwal Punkaj Kumar Bajaj Vice Chairman & Managing Director Joint Managing Director & CEO (Steel Business)

Pradip LawPartner Keshav Sadani Manoj Kumar Digga Membership Number 51790 Company Secretary Executive Director (Finance) & CFO

Place: Kolkata

Date: 29 May 2015

Balance Sheet as at 31 March 2015


83


Statement of Profit and Loss for the year ended 31 March 2015

This is the Statement of Profit and Loss The accompanying notes form an







Place: Kolkata

Date: 29 May 2015

Note Year ended

31 March 2015 Year ended

31 March 2014 INCOME

Revenue from Operations (Gross) 24 9,847.05 10,893.65

Less: Excise duty 625.48 594.07

Revenue from operations (Net) 9,221.57 10,299.58

Other income 25 288.52 279.97

I. Total Revenue 9,510.09 10,579.55 EXPENSESCost of Materials Consumed 26 5,989.55 7,012.98

Purchases of Stock-in-Trade 27 571.22 818.00

Changes In Inventories of Finished Goods, Stock-In-Trade and

Work-in- Progress 28 257.95 (48.30)

Employee Benefits Expense 29 378.02 292.44

Finance Costs 30 2,061.90 1,450.31

Depreciation and Amortization Expense 31 574.09 577.29

Other Expenses 32 2,045.37 1,841.01

II. Total Expenses 11,878.10 11,943.73 III. (Loss) / Profit before exceptional and extraordinary items and tax (2,368.01) (1,364.18)IV. Exceptional items 33 - (160.77)

V. (Loss) / Profit before extraordinary items and tax (2,368.01) (1,524.95)VI. Extraordinary items - -

VII. (Loss) / Profit before tax (2,368.01) (1,524.95)VIII. Tax Expense

Current taxes - -

Less : MAT credit entitlement 32.33 -

Net current tax 32.33 -

Deferred taxes 14.06 -

IX. (Loss) / Profit for the period (2,414.40) (1,524.95)X. Earning/(loss) per equity share (Nominal Value per Share of Rs. 10 each) 40

Basic (21.95) (13.86)

Diluted (21.95) (13.86)


84


Year ended 31 March, 2015


A. CASH FLOW FROM OPERATING ACTIVITIES Net (Loss) before Tax (2,368.01) (1,524.95)Adjusted for :

Depreciation and Amortization 574.09 577.29

Finance Cost 2,061.90 1,450.31

Interest Income (109.51) (100.37)

Bad Debts Written off - 13.82

Provision for Bad & Doubtful Debts 54.98 -

Provision for Doubtful Advances and Other Current Assets 144.56 21.31

Income from Shared Services (164.26) (170.83)

Liabilities no longer required written back (4.77) (100.36)

Provision for Doubtful Debts/ Advances written back (18.20) (12.39)

(Profit) / Loss on sale of Fixed Assets (0.21) -

Unrealised Forex Loss / (Gain) [Net] (11.66) (20.76)

Operating (Loss)/ Profit before working capital changes 158.91 133.07 Adjustments for changes in working capital

(Increase) / Decrease in trade and other receivables (54.54) 236.25

(Increase) / Decrease in inventories 394.51 (94.07)

Increase / (Decrease) in trade and other payables (2,597.43) 2,237.75

Cash generated / (used in) from Operations (2,098.55) 2,513.00 Direct Taxes paid 0.35 (21.27)

Net Cash (used in) Operating Activities (2,098.20) 2,491.73 B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (505.93) (1,294.41)

(Increase) / Decrease in Capital Advances 4.65 16.25

Sale of Fixed Assets 0.30 0.35

Investment in Subsidiary Companies - (1.30)

Proceeds from Sale of Investments in a Subsidiary - 0.70

Release of Margin Money Account 112.70 23.12

Income from Shared Services 164.26 170.83

(Increase) / Decrease in Share Refund order Account - 0.32

Interest received 115.19 89.63

Net cash (used in) Investing Activities (108.83) (994.51) C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Long Term Borrowings 3,259.43 44.33

Repayment of Long Term Borrowings (338.44) (597.69)

(Repayment)/Proceeds of Short Term Borrowings (net) 3,002.23 389.62

(Increase) / Decrease in Earmarked Accounts - (0.32)

Finance Cost paid (Refer (c) below) (3,716.14) (1,384.67)

Net Cash used from / (used in) Financing Activities 2,207.08 (1,548.73)Net increase / (decrease) in Cash and Cash Equivalents (A+B+C) 0.05 (51.51)

Cash Flow Statement for the year ended 31 March 2015


85


Cash Flow Statement for the year ended 31 March 2015



D. CASH AND CASH EQUIVALENTS Net Increase / (Decrease) in Cash and Cash Equivalents 0.05 (51.51)Cash and Cash Equivalents as on 01 April 1.10 52.61

Cash and Cash Equivalents as at 31 March 1.15 1.10

(a) Cash and cash equivalents consist of cash on hand and balance with banks and deposits with banks.



Balance with Banks in

Current Account 0.45 0.41

Cash on hand 0.70 0.69

Cash and Cash Equivalents as at 31 March (Refer Note 19) 1.15 1.10

(b) The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard on ‘Cash

Flow Statements (AS-3) ‘ issued by the Institute of chartered Accountants of India.

(c) Finance Costs includes borrowing cost Capitalized.

(d) Refer Note 50

This is the Cash Flow Statement The accompanying notes form an







Place: Kolkata

Date: 29 May 2015

Notes to Financial Statements


86


1. GENERAL INFORMATION VISA Steel Limited VISA Steel Limited (VSL) is engaged in the manufacturing of Iron and Steel products including Pig Iron, Sponge Iron, Special Steel

and High Carbon Ferro Chrome with captive power plant at Kalinganagar, Odisha. Incorporated on 10 September, 1996, VSL has

its registered office at Bhubaneswar and Corporate Office in Kolkata with manufacturing units in Kalinganagar and Golagaon

and branch offices across India. VSL is a Public Limited Company with its shares listed on BSE Limited (BSE) and National Stock

Exchange of India Limited (NSE).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Preparation These Financial Statements have been prepared in accordance with the generally accepted accounting principles in India

under the historical cost convention on accrual basis. Pursuant to Section 133 of the Companies Act, 2013 read with Rule 7 of

the Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by Central

Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting

Standards notified under the Companies Act, 1956 shall continue to apply. Consequently these Financial Statements have

been prepared to comply in all material aspects with the Accounting Standards notified under Section 211(3C) [Companies

(Accounting Standards) Rules 2006, as amended] and the other relevant provisions of the Companies Act, 2013.

All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and other

criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the

acquisition of assets for the processing and their realisation in cash and cash equivalents, the Company has ascertained its

operating cycle as 12 months for the purpose of current / non-current classification of assets and liabilities.

2.2 Fixed Assets (a) Tangible Assets (i) Tangible Assets are stated at cost net of accumulated depreciation and accumulated impairment losses if any.

Cost comprises cost of acquisition, construction and subsequent improvements thereto including taxes and duties

(net of credits and drawbacks), freight and other incidental expenses related to acquisition and installation.

(ii) Subsequent expenditure related to an item of fixed asset are added to its book value only if they increase the

future benefits from the existing asset beyond its previously assessed standard of performance.

(iii) Losses arising from the retirement of, and gains or losses arising from disposal of tangible assets which are

carried at cost are recognised in the Statement of Profit and Loss.

(b) Intangible Assets Intangible Assets are stated at cost net of accumulated amortization and accumulated impairment losses, if any. Cost

comprises cost of acquisition, installations and subsequent improvements thereto including taxes and duties (net of

credits and drawbacks, if any).

(c) Capital Work-in-Progress Capital Work-in-Progress is stated at cost and is inclusive of preoperative expenses, project development expenses etc.

(d) Depreciation and amortization (i) Depreciation including amortization on tangible assets, where applicable is provided on pro-rata basis under

Straight Line Method (SLM) over the estimated useful lives of the assets as specified in Schedule II to the

Companies Act, 2013 (‘the Act’), other than the following:

Leasehold assets(Buildings and Plant and Machinery) which are jointly held are amortized over the period of

lease i.e, 10 years, being lower than the useful lives specified in Schedule II to the Act for similar assets.

Furnace refractories are depreciated over useful life of 5-6 years based on technical assessment done by the

Company.



87


(ii) Leasehold land is amortized over the period of lease. No depreciation is provided for freehold land.

(iii) Amortisation of Intangible Assets is done over its useful life of three years under SLM.

2.3 Impairment Loss An impairment loss, if any, is recognised wherever the carrying amount of the fixed assets exceeds the recoverable amount

i.e. the higher of the assets’ net selling price and value in use.

2.4 Borrowing Cost Borrowing costs attributable to acquisition and / or construction of qualifying assets are capitalised as a part of the cost of

such assets up to the date when such assets are ready for its intended use. Other borrowing costs are charged to Statement

of Profit and Loss.

2.5 Investments Investments of long term nature are stated at cost, less adjustment for diminution, other than temporary, in the carrying

amounts thereof.

2.6 Inventories Inventories are stated at cost (net of CENVAT credit) or net realisable value, whichever is lower. Cost is determined on

weighted average basis and comprises expenditure incurred in the normal course of business in bringing such inventories

to their present location and condition and includes, where applicable appropriate overheads. Obsolete, slow moving and

defective inventories are identified at the time of physical verification and where necessary, provision is made for such

inventories.

2.7 Revenue Recognition (i) Sale of Goods: Sales are recognised when the substantial risks and reward of ownership in the goods are transferred

to the buyer as per the terms of the contract and are recognised net of trade discounts, rebates, sales taxes, VAT but

including excise duties.

(ii) Sale of Services : Sales are recognised upon the rendering of services and are recognised net of service tax.

(iii) Other items are recognised on accrual basis.

2.8 Other Income (i) Interest: Interest Income is generally recognised on a time proportion basis taking into account the amount

outstanding and the rate applicable, when there is reasonable certainty as to realisation.

(ii) Dividend: Dividend income is recognised when the right to receive dividend is established.

(iii) All other items are recognised on accrual basis.

2.9 Transactions in Foreign Currencies (i) Initial Recognition On initial recognition, all foreign currencies transactions are recorded at exchange rates prevailing on the date of the

transaction.

(ii) Subsequent Recognition At the reporting date, foreign currency non-monetary items carried in terms of historical cost are reported using the

exchange rate at the date of transactions.

All monetary assets and liabilities in foreign currency are restated at the end of accounting period at the closing

exchange rate. With respect to long-term foreign currency monetary items, from 1 April 2011 onwards, the Company

has adopted the following policy:

(a) Foreign exchange difference on account of a depreciable asset, is adjusted in the cost of depreciable asset, which

would be depreciated over the balance life of the asset.



88


(b) In other cases, the foreign exchange difference is accumulated in a Foreign Currency Monetary Item

Translation Difference Account, and amortized over the balance period of such long term asset / liability.

Exchange differences on re-instatement of all other monetary items are recognised in the Statement of Profit

and Loss.

(iii) Forward Exchange Contracts The premium or discount arising at the inception of forward exchange contracts entered into to hedge an existing

asset/liability, is amortized as expense or income over the life of the contract. Exchange differences on such a contract

are recognised in the Statement of Profit and Loss in the reporting period in which the exchange rates change. Any

profit or loss arising on cancellation or renewal of such a forward exchange contract is recognised as income or as

expense for the period.

2.10 Employee Benefits (i) Short-term Employee Benefits The undiscounted amount of Short-term Employee Benefits expected to be paid in exchange for the services rendered

by employees is recognised during the period when the employee renders the service.

(ii) Post Employment Benefit Plans Contributions under Defined Contribution Plans payable in keeping with the related schemes are recognised as

expenses for the year.

For Defined Benefit Plans, the cost of providing benefits is determined using the Projected Unit Credit Method (PUCM),

with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in

full in the Statement of Profit and Loss for the period in which they occur. Past service cost is recognised immediately

to the extent that the benefits are already vested, or otherwise is amortized on a straight-line basis over the average

period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents

the present value of the defined benefit obligation as adjusted for unrecognised past service cost, and as reduced by

the fair value of plan assets where such plans are funded. Measurement of any assets resulting from this calculation is

limited to the present value of economic benefits available in the form of refunds from the plan or reductions in future

contributions to the plan.

(iii) Other Long-term Employee Benefits (Unfunded) The cost of providing long-term employee benefits is determined using PUCM with actuarial valuation being carried

out at each Balance Sheet date. Actuarial gains and losses and past service cost are recognised immediately in the

Statement of Profit and Loss for the period in which they occur. Other long term employee benefit obligation recognised

in the Balance Sheet represents the present value of related obligation.

2.11 Accounting for Taxes on Income Current Tax in respect of taxable income is provided for the year based on applicable tax rates and laws. Deferred tax is

recognised subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the

difference between taxable income and accounting income that originate in one period and are capable of reversal in one

or more subsequent periods and is measured using tax rates and laws that have been enacted or substantively enacted by

the Balance Sheet date. Deferred tax assets are reviewed at each Balance Sheet date to re-assess realisation.

Current tax assets and current tax liabilities are offset when there is legally enforceable right to set off the recognised

amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred

tax liabilities are offset when there is a legally enforceable right to set off assets and liabilities representing current tax

and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing

taxation laws.

Minimum Alternative Tax Credit is recognised as an asset only when and to the extent there is convincing evidence that the

Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the



89


carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect

that the Company will pay normal income tax during the specified period.

2.12 Provisions and Contingent Liabilities Provisions are recognised when there is a present obligation as a result of a past event and it is probable that an outflow

of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of

the amount of the obligation. Provisions are measured at the best estimate of the amount required to settle the present

obligation at the Balance sheet date and are not discounted to its present value.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be

confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of

the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources

will be required to settle or a reliable estimate of the amount cannot be made.

2.13 Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as

operating leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line

basis over the period of the lease.

2.14 Segment Reporting The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted for the

Company. Further, inter-segment revenues have been accounted for based on prices normally negotiated between the

segments with reference to the costs, market prices and business risks, within an overall optimisation objective for the

Company. Revenue and expenses have been identified with segments on the basis of their relationship to the operating

activities of the segment. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments

on a reasonable basis have been included under “Corporate-Unallocated/Others (Net)”.

2.15 Cash and Cash Equivalents In the Cash Flow Statement, cash and cash equivalents includes cash in hand, demand deposits with banks, other short-

term highly liquid investments with original maturities of three months or less.

2.16 Earnings per Share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders

by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the

Company’s earnings per share is the net profit for the period. The weighted average number of equity shares outstanding

during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of

potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in

resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity

shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all

dilutive potential equity shares.



90


As at 31 March 2015

As at 31 March 2014

3 SHARE CAPITALAuthorised 160,000,000 Equity Shares (31 March 2014 : 160,000,000) of Rs. 10/- each 1,600.00 1,600.00

Issued, Subscribed and Paid-up110,000,000 Equity Shares (31 March 2014 : 110,000,000) of

Rs. 10/- each fully paid up

1,100.00 1,100.00

(a) Reconciliation of number of shares

As at 31 March 2015 As at 31 March 2014 Number of

Shares Amount

Number of Shares

Amount

Balance as at the beginning of the year 110,000,000 1,100.00 110,000,000 1,100.00

Add / (Less): Shares issued / bought back during the year - - - -

Balance as at the end of the year 110,000,000 1,100.00 110,000,000 1,100.00

(b) Rights, preferences and restrictions attached to shares The Company has only one class of equity shares referred to as equity shares having a par value of Rs. 10 per share.

Each Shareholder is entitled to one vote per share held. The Company declares and pays dividend in Rupees. The dividend

proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except

in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets

of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(c) Shares held by the Holding / Ultimate Holding Company and / or their Subsidiaries and Associates in aggregate

As at 31 March 2015

As at 31 March 2014

58,712,167 (31 March 2014 : 58,712,167) Equity Shares of Rs. 10/- each

held by VISA Infrastructure Limited, the Holding Company

587.12 587.12

Pursuant to Sale of Shares by VISA Infrastructure Limited, VISA infrastructure Limited has since ceased to be the Holding

Company of the Company with effect from April 22, 2015. However VISA Infrastructure Limited and VISA international

Limited continue to be part of the promoter and promoter group holding in aggregate 73,923,000/- equity shares

representing 67.21% of total paid up share capital as on 29 May 2015.

(d) Details of Shareholders holding more than 5 % of the aggregate shares in the Company VISA Infrastructure Limited (Numbers) 58,712,167 58,712,167

VISA Infrastructure Limited (%) 53.37 53.37

VISA International Limited (Numbers) 23,787,833 23,787,833

VISA International Limited (%) 21.63 21.63

(e) Share reserved for issue under option and Contracts/Commitments

For details of share reserved for issue under the Employee Stock Option Plan (ESOP) of the Company [Refer Note 41].

For Right of conversion of Debt into Equity Shares of the Company in terms of CDR Package [Refer Note 5(E)].

(f) VISA Infrastructure Limited, the Holding Company continues to have pledged 44,387,167 (31 March 2014 : 44,387,167)

numbers of Equity Shares at the year end being 75.60 % (31 March 2014 : 75.60 %) of its total shareholding.



91


As at 31 March 2015

As at 31 March 2014

4 RESERVES AND SURPLUSCapital Reserve 0.07 0.07

Securities Premium Reserve 1,645.00 1,645.00

General Reserve @Balance as at the beginning of the year 3,852.92 3,852.92

Less: Depreciation adjustment (Net of Deferred Tax Rs. 14.06 Million )

[Refer Note 13(D)]

(31.43) -

Balance as at the end of the year 3,821.49 3,852.92

(Deficit) / Surplus in the Statement of Profit and Loss Balance as at the beginning of the year (2,927.85) (1,402.90)

Add : Net (Loss) / Profit after Tax transferred from Statement of Profit and Loss (2,414.40) (1,524.95)

Amount available for appropriation (5,342.25) (2,927.85)

Balance as at the end of the year (5,342.25) (2,927.85)

Total 124.31 2,570.14 @ Refer Note 49

Non-current Portion Current Maturities TotalAs at 31 March 2015

As at 31 March 2014

As at 31 March 2015

As at 31 March 2014

As at 31 March 2015

As at 31 March 2014

5 LONG-TERM BORROWINGSSecuredTerm Loans(I & II), SMCF(Sub Debt),Corporate Term Loans(I & II) and Fresh Term Loan (For Sinter Plant)[Refer B(i), C(i), C(ii), C(iii) and D below]

From Banks 18,121.10 16,481.56 1,564.85 375.48 19,685.95 16,857.04

From Other Parties 568.55 613.93 60.24 14.85 628.79 628.78

Working Capital Term Loans (WCTL)[Refer B(i), C(iv) and D below]

From Banks 967.04 1,304.22 409.60 169.68 1,376.64 1,473.90


Funded Interest Term Loans (FITL)[Refer B(i), C(v) and D below]

From Banks 2,864.66 2,888.56 34.99 12.72 2,899.65 2,901.28

From Other Parties 118.61 122.90 - - 118.61 122.90

Equipment and Vehicle Term Loans From Banks [Refer B(ii) and C(vi) below] - 0.71 0.71 8.45 0.71 9.16

From Other Parties [Refer B(ii)

and C(vii) below] 1.46 2.31 1.10 24.39 2.56 26.70

Term Loans from Other Parties 337.75 399.27 78.41 41.05 416.16 440.32

[Refer B(iii), C(viii) and D below]

23,002.30 21,842.14 2,159.15 650.32 25,161.45 22,492.46

UnsecuredLoans from Related Parties 252.00 - - - 252.00 -

[Refer C(ix ) below]

23,254.30 21,842.14 2,159.15 650.32 25,413.45 22,492.46 Less : Amount disclosed under the head “Other

Current Liabilities” (Refer Note 11) - - (2,159.15) (650.32) (2,159.15) (650.32)

23,254.30 21,842.14 - - 23,254.30 21,842.14



92


A. Debt Restructuring The Company was referred to the Corporate Debt Restructuring Forum (CDR), a non statutory voluntary mechanism set

up under the aegis of the Reserve Bank of India, for the restructuring of its corporate debt during the year 2012-13 w.e.f

1 March 2012 and pursuant to which the CDR package was approved vide the letter of approval of CDR cell dated 27

September 2012 and a Master Restructuring Agreement (MRA) dated 19 December 2012 was executed to give effect

to the CDR package. The CDR Package includes reliefs/measures such as reduction of interest rates, funding of interest,

rearrangement of securities etc.

During the current year Company’s Business Re-organisation Plan (Refer Note 34) was referred to CDR cell by the lenders and

same has been approved by CDR cell vide its letter dated 31 December 2014 and pursuant to this approval Common Loan

Agreement (CLA) has been executed on 28 March 2015 among the Company, its Subsidiary company, VISA Special Steel

Limited, and lenders. CLA would operate in continuation of above mentioned MRA. In terms of CLA, inter-alia, additional

credit facilities have been granted and effective 28 March 2015 Company’s existing Debt portfolio has been reorganised/

reallocated and secured as under:

i) Term Loans (I &II), Corporate Term Loans (I &II) and Fresh Term Loan (for sinter plant)]

ii) Working Capital Term Loans (WCTL)

iii) Funded Interest Term Loans (FITL)

iv) Working Capital Loans [Indicated in Note 9]

v) Structured Mezzanine Credit Facity [SMCF (Sub debt)]

B. Details of Securities

i. Term Loans (I & II), SMCF (Sub debts), Working Capital Term Loans(WCTL), Funded Interest Term Loans (FITL), Corporate Term Loans (I & II) , Fresh Term Loan (For Sinter Plant) and Working Capital facilities:

(a) First pari-passu charge by way of hypothecation of all the Company’s current assets and fixed assets (excluding

land) including movable and immovable plant and machinery, machinery spares, tools and accessories, vehicles

and other moveable assets both present and future (“Hypothecated Assets”) of the Company, save and except

specific assets charged to Banks, Financial Institutions and Non Banking Financial Companies (NBFC).

(b) First pari-passu mortgage and charge on the immovable properties of the Company situated at Kalinganagar

Industrial Complex, Jajpur, Odisha, Golagaon, Jajpur, Odisha, Raigarh, Chhattisgarh and office premises of the

Company at Bhubaneshwar, Odisha.

(c) Pledge of 51% of Promoter’s Shareholding and further Pledge up to 51% of total equity of the Company needs

to be executed by 31 March 2016.

(d) Pledge of Equity Shares equivalent to 51% of the present shareholding in Ghotaringa Minerals Limited held by

the Company and entire Equity Shares held by the Company in VISA Urban Infra Limited.

(e) Hypothecation on profits of the Company, both present and future.

(f) Lien on all Bank Accounts including the Trust and Retention Account.

(g) The Lenders of SMCF are having a second pari-passu charge on the hypothecated assets and a second charge on

the mortgaged assets of the Company.

(h) SIDBI (exposure of Rs. 76.40 Million as on 1 March 2012 for bill discounting facility relating to working capital

finance) has a second charge on fixed assets.



93


Further, the above facilities are also covered by the following:

Irrevocable, unconditional personal guarantee of Mr. Vishambhar Saran, Chairman and Mr. Vishal Agarwal, Vice

Chairman and Managing Director of the Company.

Irrevocable, unconditional Corporate Guarantee of VISA Infrastructure Ltd. with negative Lien on VISA House

situated at 8/10 Alipore Road, Kolkata 700027, till the Company brings in additional equity of Rs. 1,250.00

Million over and above of Rs. 3,250.00 Million in the Company as envisaged in the CDR package.

Irrevocable, unconditional Corporate Guarantee of VISA International Limited and Ghotaringa Minerals Limited

ii. Equipment and Vehicle Term Loans These loans are secured by way of hypothecation of vehicles / machinery acquired under the respective loan

arrangements.

iii. Term Loans from Other Parties (a) Term Loan from IL&FS Financial Services

These loans are secured by way of second pari-passu charge on entire pooled assets of the Company save and

except assets charged in favour of Banks/FI/NBFC and 50 acres of land on which VISA BAO Limited is setting up

a Ferro Chrome Plant. This loan is also covered by a Corporate Guarantee of VISA International Limited.

(b) Term Loan from HUDCO - These loans are secured by way of pari-passu first charge on all the fixed assets,

both present and future, of the Company’s plant including township being financed by HUDCO at Kalinganagar

Industrial Complex in Odisha and pari-passu second charge on the current assets of the Company within the

Integrated Steel Complex including township being financed by HUDCO.

C. Terms of Repayment of loans

i. Terms of Repayment and outstanding balance as at the year end of Term Loans including SMCF (TL): Upon implementation of CDR Package during the Financial Year 2012-13, then existing Restructured Term Loan of

Rs. 12,355.48 Million and Additional Term Loan of Rs. 6,100.00 Million sanctioned as per CDR package, were to be

repaid over a period of 10 years in quarterly instalments commencing from March 2013. Further such loans carry

interest @ 10.75% p.a. for the first 4 years, @ 11.5% for 5th and 6th year and @ 12%, linked to the base rate,

for subsequent years of restructuring. Above mentioned loan amounting to Rs. 17,286.71 Million outstanding as on

balance sheet date are to be repaid as per the repayment schedule given below.

Repayment Schedule :

YearPercentage of TL (originally

restructured) due for Repayment (%)2015-16 8.00%

2016-17 10.00%

2017-18 13.00%

2018-19 15.50%

2019-20 15.50%

2020-21 15.50%

2021-22 15.50%



94


ii. Terms of Repayment and outstanding balances of Corporate Term Loans : In line of aforementioned CLA, Corporate Term Loan amounting Rs. 4,500 Million, bearing an interest rate at 2.50%

p.a. above the SBI’s Base Rate, was sanctioned. Outstanding balance of such loan as at the balance sheet date is

Rs. 3,019.53 Million, which shall be repayable in structured quarterly installments starting from June 2016 and ending

on March 2023, as mentioned below.


YearPercentage of Corporate Term Loan due for Repayment (%)

2016-17 4.00%

2017-18 8.00%

2018-19 10.00%

2019-20 12.00%

2020-21 12.00%

2021-22 16.00%

2022-23 38.00%

iii. Terms of Repayment and outstanding balances of Fresh Term Loan (For Sinter Plant): Fresh Team Loan (For Sinter Plant) of Rs. 650 Million was sanctioned vide the CLA, bearing an interest rate at 2.50%

p.a. above the SBI’s Base Rate. Outstanding balance of such loan as at balance sheet is Rs. 8.50 Million which shall be

repayable in structured quarterly installments starting from December 2015 and ending on March 2022, as mentioned

below.


YearPercentage of Fresh Term Loan

due for Repayment (%)2015-16 4.00%

2016-17 8.00%

2017-18 12.00%

2018-19 12.00%

2019-20 12.00%

2020-21 20.00%

2021-22 32.00%

iV. Terms of Repayment and outstanding balance as at year end of Working Capital Term Loan (WCTL): Upon implementation of CDR package during the Financial Year 2012-13, then overdrawn cash credit accounts of the

Company amounting to Rs.1,720.00 Million had been carved out into a separate Working Capital Term Loans, which

were to be repaid over a period of 8 years in quarterly instalments commencing from March 2013. Further such loans

carry the interest rate @ 10.50% p.a. throughout the tenure of facility. Loan outstanding as on balance sheet date are

to be repaid as per the repayment schedule given below.


YearPercentage of WCTL (originally

restructured) due for Repayment (%)2015-16 20.00%

2016-17 20.00%

2017-18 12.50%

2018-19 15.00%

2019-20 10.00%



95


v. Terms of Repayment and outstanding balances of Funded Interest Term Loans (FITL): In terms of the CDR Package, the aggregate amount of interest accrured and due on the prinicpal amounts of TL,

WCTL and Additional Term Loan for the period 1 March 2012 to 28 Feb 2014 had been converted into Funded Interest

Term Loans (FITL) which were repayable in quarterly instalments commencing from September 2014 and ending in

December 2021. During the Financial Year 2012-13, Company had prepaid instalments due till the second month of

second quarter of FY 2016-17. FITL carry interest @ 10.00% p.a. throughout the tenure of facility. Loan outstanding

as on balance sheet date are to be repaid as per the repayment schedule given below.


YearPercentage of FITL (originally

restructured) due for Repayment from September 2016 (%)

2016-17 7.29%

2017-18 12.50%

2018-19 12.50%

2019-20 15.00%

2020-21 15.00%

2021-22 15.00%

vi. Terms of Repayment of Equipment and Vehicle Loans from Banks :

Banks As at

31 March 2015 As at

31 March 2014 Terms of Repayment

Interest rate

ICICI Bank - 0.85 Repaid during the year. 9.5% to

11.25% p.a.

Kotak

Mahindra Bank

0.40 7.51 Equal Monthly installments over the period of

loan. The period of maturity with respect to the

balance sheet date is 1 month.

11.75% p.a.

AXIS Bank 0.31 0.80 Equal Monthly installments over the period of

loan. The period of maturity with respect to the

balance sheet date is 7 months.

9.75% p.a.

Total 0.71 9.16

vii. Terms of Repayment of Equipment and Vehicle Loans from Other Parties :

Other PartiesAs at

31 March 2015 As at

31 March 2014Terms of Repayment

Interest rate

Tata Capital 2.56 17.25 Equal Monthly installments over the period of

loan. The period of maturity with respect to

the balance sheet date is 1 year 4 months.

9.50% to

11.50% p.a.

SREI Equipment

Finance (P) Ltd.

- 9.45 Repaid during the year. 10.00% to

11.00% p.a.

Total 2.56 26.70



96


viii. Terms of Repayment of Term Loans from Other Parties :

Other Parties As at

31 March 2015 As at

31 March 2014 Terms of Repayment Interest rate

IL&FS Financial

Services Limited

300.00 300.00 Repayable in eighteen quarterly

installments from December 2014

onwards.

10.75% p.a. Year Term Loan (%)2015-16 8.00%

2016-17 10.00%

2017-18 13.00%

2018-19 62.00%

HUDCO 116.16 140.32 Seventeen quarterly installments of

Rs. 6.69 Million each from Balance

sheet date.

HUDCO Benchmark

rate + 1% p.a.

Total 416.16 440.32

ix. Terms of Repayment of Loans from Related Parties :

Related PartiesAs at

31 March 2015 As at

31 March 2014 Terms of Repayment Interest rate

VISA Infrastructure

Limited

252.00 - Will be repaid subsequent to the

Strategic investment in the Company8% p.a.

Total 252.00 -

D. Details of defaults of principal and interest:Period and amount of continuing defaults as on 31 March 2015:

1-30 31-60 > 60 TotalInterest Principal Interest Principal Interest Principal Interest Principal

Term Loans 5.81 - 227.04 - 37.47 29.36 270.32 29.36

Working Capital Term Loans 1.04 - 20.80 - 0.86 3.01 22.70 3.01

Funded Interest Term Loan 1.54 - 44.07 - 13.37 1.73 58.98 1.73

Term loans from other parties - - 9.35 - 1.75 10.50 11.10 10.50

Working Capital Loan - 1,750.68 21.18 191.98 4.58 142.12 25.76 2,084.78

Total 8.39 1,750.68 322.44 191.98 58.03 186.72 388.86 2,129.38

E. Conversion Right In terms of MRA/CLA as mentioned under item ‘A’ above the lenders have right to convert at their option the entire/part

of the defaulted amount of interest and principal as set out under item ‘D’ above, into fully paid up equity shares of the

Company at a pricing to be determined as per the SEBI Regulation, on the date, as may be opted for conversion.



97


As at

31 March 2015 As at

31 March 2014 6 DEFERRED TAX LIABILITIES (NET)

The major components of the Deferred Tax Liabilities / (Assets) based on

the tax effects of timing differences are as follows:

Deferred Tax Liabilities

Depreciation # 2269.93 1,303.63

(A) 2,269.93 1,303.63

Deferred Tax Assets

Unabsorbed Tax Depreciation (2,114.12) (1,227.08)

Unabsorbed Business Loss Carried Forward (18.08) (0.98)

Provision for doubtful debts and advances (123.85) (62.69)

Disallowances allowable for tax purpose on payment (13.88) (12.88)

(B) (2,269.93) (1,303.63)

Deferred Tax Liabilities (Net) (A)+(B) - -

# After considering adjustments against General Reserve pursuant to revision of useful lives of certain tangible assets Rs. 14.06

Million (31 March 2014: Rs. Nil)[Refer Note 13 (D)]. As a matter of prudence, deferred tax assets have been recognised only to the

extent of the deferred tax liability.

As at 31 March 2015

As at 31 March 2014

7 OTHER LONG-TERM LIABILITIESOthers-Payable to Subsidiary company [Refer (a) below] 787.20 787.20

787.20 787.20

(a) Advances refundable in cash or against value to be rendered on account of facility sharing

As at 31 March 2015

As at 31 March 2014

8 LONG-TERM PROVISIONSProvision for Employee Benefits 14.91 12.54

14.91 12.54

As at 31 March 2015

As at 31 March 2014

9 SHORT-TERM BORROWINGSSecured

Loans Repayable on Demand

Working Capital Loans

From Banks [Refer Note 5.B (i) and 5.D] 4,202.25 1,307.82

From Other Parties [Refer Note 5.B (i) and 5.D] 125.50 24.32

Other Working Capital Loan

From Other Parties [Refer (a) below] 69.48 62.86

4,397.23 1,395.00

(a) Short term borrowing from Small Industries Development Bank of India (SIDBI) is the amount outstanding as on Balance Sheet

date against the limit of Rs. 76.40 Million (31 March 2014 : Rs. 76.40 Million) under the MSMED Receivable Finance Scheme

sanctioned by SIDBI covering the sale of goods / services made by SME / eligible service sector and transport services. Also refer

Note 5.B (i) for details of security.



98


As at 31 March 2015

As at 31 March 2014

10 TRADE PAYABLESDues to Micro and Small Enterprises 145.44 42.49

Dues to other than Micro and Small Enterprises 2,612.36 3,951.82

2,757.80 3,994.31

Details of dues to Micro and Small enterprises (MSMED):

31 March 2015 31 March 2014 Principal Interest Principal Interest

(i) The amount remaining unpaid to any supplier as at the end of the

accounting year : - Principal

145.44 - 42.49 -

(ii) the amount of interest paid by the buyer in terms of section 16, along

with the amounts of the payment made to the supplier beyond the

appointed day during accounting year;

- - - -

(iii) the amount of interest due and payable for the period of delay in

making payment (which have been paid but beyond the appointed

day during the year) but without adding the interest specified under

this Act;

- - - -

(iv) the amount of interest accrued and remaining unpaid at the end of

accounting year; and

- - - -

(v) the amount of further interest remaining due and payable even in the

succeeding years, until such date when the interest dues as above are

actually paid to the small enterprise, for the purpose of disallowance as

deductible expenditure under section 23.

- - - -

The above information has been compiled in respect of parties to the extent to which they could be identified as Micro and Small

Enterprises under Micro, Small and Medium Enterprises Development Act, 2006 on the basis of information available with the

Company.

As at 31 March 2015

As at 31 March 2014

11 OTHER CURRENT LIABILITIESCurrent maturities of Long Term Debt (Refer Note 5) 2,159.15 650.32

Interest accrued but not due on borrowings 6.42 8.44

Interest accrued and due on borrowings 617.08 210.97

Employee related liabilities 208.55 152.69

Statutory liabilities (includes Provident Fund, Tax Deducted at Source etc.) 210.94 75.26

Unclaimed Dividend [Refer (a) below] 0.99 0.99

Advances from Customers 67.49 88.10

Liability towards Subsidiary 464.70 1,092.83

Advance from Fellow Subsidiary 1,896.52 2,811.85

Capital Creditors 335.79 375.90

Other liabilities 203.43 222.00

6,171.06 5,689.35

(a) There are no amount due for payment to the Investor Education and Protection Fund.

As at 31 March 2015

As at 31 March 2014

12 SHORT-TERM PROVISIONSProvision for Employee Benefits 35.78 28.09

35.78 28.09



99


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100


13 D REVISION IN USEFUL LIVES OF TANGIBLE ASSETS Effective 1 April 2014 the Company has charged depreciation in keeping with the requirements of Schedule II to the Companies

Act, 2013(the ‘Act’) and as a result of which the estimated useful lives of certain tangible assets have been revised. Pursuant to

the transitional provision set out in the said Schedule II, the carrying amount (after retaining the residual values) aggregating

Rs. 45.49 Million (31 March 2014: Rs. Nil ) relating to tangible assets, where the revised useful lives are nil as on 1 April 2014, has

been debited to General Reserve [Refer Note 4]. Further, related tax impact on such adjustment amounting to Rs. 14.06 Million

(31 March 2014: Rs. Nil) has been credited to General Reserve.

Consequent to the above, the total depreciation charge for the year ended 31 March 2015 is lower by Rs. 119.61 Million compared

to corresponding previous year with corresponding impact on the loss before tax of the Company.

As at 31 March 2015

As at 31 March 2014

14 NON-CURRENT INVESTMENTSUnquoted Long Term Trade Investments - (Valued At Cost)Investments in Equity Instruments

Investment in SubsidiariesVISA BAO Limited [Refer (a) below] 591.50 591.50

59,150,000 (31 March 2014 : 59,150,000) Equity Shares of Rs. 10/-

each, fully paid up [Including beneficial interest in 5 Equity Shares

of Rs. 10/- each, fully paid up]

Ghotaringa Minerals Limited [Refer (b) below] 8.90 8.90

890,000 (31 March 2014 : 890,000) Equity Shares of Rs. 10/- each,

fully paid up [Including beneficial interest in 44,500 Equity Shares

of Rs. 10/- each, fully paid up]

VISA SunCoke Limited 3,899.69 3,899.69

1,054,476 (31 March 2014 : 1,054,476) Equity Shares of Rs. 10/- each,

fully paid up

Kalinganagar Chrome Private Limited 0.60 0.60

60,000 (31 March 2014 : 60,000) Equity Shares of Rs. 10/- each fully paid up

[Including beneficial interest in 1 Equity Shares of

Rs. 10/- each, fully paid up]

Kalinganagar Special Steel Private Limited 0.70 0.70

70,000 (31 March 2014 : 70,000) Equity Shares of Rs. 10/- each, fully paid up

[Including beneficial interest in 6 Equity Shares of Rs. 10/- each,

fully paid up]

Investment in Joint Venture [Refer Note 45] 10.00 10.00

VISA Urban Infra Limited [Refer (b) below]

1,000,000 (31 March 2014 : 1,000,000) Equity Shares of Rs. 10/- each,

fully paid up

4,511.39 4,511.39

(a) The Company has given undertaking to consortium bankers of subsidiary company VISA BAO Limited for sanctioning Rs. 1,820.00

Million (31 March 2014 : Rs. 1,820.00 Million) term loan, by agreeing not to dispose off 51% shares [i.e. 46,410,000 (31 March

2014 : 46,410,000) number of shares] of VISA BAO Limited.

(b) For charges created in respect of shareholding in Ghotaringa Minerals Limited and VISA Urban Infra Limited, refer Note 5.B (i) (d).



101


As at 31 March 2015

As at 31 March 2014

15 LONG-TERM LOANS AND ADVANCESUnsecured Considered Good

Capital Advance 85.66 90.31

Security Deposits 218.71 218.55

Loans and Advances to related parties

Loan to Subsidiary : Ghotaringa Minerals Limited 2.50 2.50

Security Deposit with holding company : VISA Infrastructure Limited 261.50 261.50

Security Deposit with Enterprise having significant influence :

VISA International Limited

8.00 8.00

Prepaid Expenses 0.79 0.31

MAT Credit Entitlement 274.71 307.04

851.87 888.21

As at 31 March 2015

As at 31 March 2014

16 OTHER NON-CURRENT ASSETSMargin Money held with Bank with maturity more than 12 months 1.14 29.27

1.14 29.27

As at 31 March 2015

As at 31 March 2014

17 INVENTORIES(Refer Note 2.6)

Raw Materials [Refer (a) below] 531.39 713.49

Work-in-Progress [Refer (b) below] 27.59 59.35

Finished Goods [Refer (c) below] 176.90 274.06

Stock-in-Trade [Refer (d) below] 35.27 -

Stores and Spares Parts 279.79 315.15

By-products 73.93 157.33

1,124.87 1,519.38 (a) Raw Materials includes goods in transit Rs. Nil (31 March 2014 : Rs. 36.97 Million)

(b) Details of Work-in-ProgressChrome Briquette 27.59 59.35

27.59 59.35 (c) Details of Finished Goods

Pig Iron 2.95 2.75

Ferro Chrome 117.74 203.12

Sponge Iron 24.10 65.37

Bloom 29.81 -

Rolled Product 1.95 -

Others 0.35 2.82

176.90 274.06 (d) Details of Stock-in-Trade

Coke 35.27 -

35.27 -



102


As at 31 March 2015

As at 31 March 2014

18 TRADE RECEIVABLESUnsecuredOutstanding for a period exceeding six months from the date they

became due for payment:

Considered Good 212.90 212.90

Considered Doubtful 206.61 152.71

Other Debts

Considered Good [Refer (a) below] 348.27 195.35

767.78 560.96

Less: Provision for Doubtful Debts 206.61 152.71

561.17 408.25 (a) Includes receivable fromEnterprise over which Relatives of Key Managerial Personnel having significant

influence

217.94 130.67

As at 31 March 2015

As at 31 March 2014

19 CASH AND BANK BALANCES(i) Cash and Cash equivalents


Current Account 0.45 0.41


1.15 1.10

(ii) Other Bank balancesEarmarked Accounts

Unclaimed Dividend Account 0.99 0.99

Margin Money with Banks with maturities less than 12 months 48.46 133.03

49.45 134.02

(i) + (ii) 50.60 135.12

As at 31 March 2015

As at 31 March 2014

20 SHORT-TERM LOANS AND ADVANCES Unsecured, considered good (unless otherwise stated)Prepaid Expenses 46.89 126.29

Advances against Supply of goods and rendering services



Less: Provision for doubtful Advances (149.05) (15.78)


Advances to Key Managerial Personnel [Refer (a) (b) and (c) below] 85.54 88.46

Advances to Subsidiary Company - 0.74

Advance Payment of Income Tax 183.10 183.45

[Net of Provision Rs. 463.07 Million (31 March 2014 : Rs. 463.07 Million)]

Security Deposit 3.29 6.29

Others taxes receivable / adjustable



Less: Provision for Other Taxes receivable / adjustable (7.62) (24.74)

1,016.21 1,218.91



103


a) Necessary application had been made to Central Governement for payment of remuneration in excess of the prescribed limits

under the Companies Act, 1956 to Mr. Vishambhar Saran, Whole Time Director of the Company for a period of 3 years w.e.f. 15

December 2013 to 14 December 2016 (including payment of minimum remuneration, in case of loss or inadequacy of profits

during the aforesaid period), as approved by the Members of the Company at the Annual General Meeting of the Company

held on 16 December 2013. The said application has been turned down during the year and thereafter representation to the

concerned authority against the said rejection has been made and the necessary approval is pending. Further, an application for

waiver of recovery of remuneration paid in excess of the prescribed limits under the Companies Act, 1956, for the period 1 April

2012 to 14 December 2013 has also been filed and the same is also pending. Pending approvals of the Central Government,

Rs. 40.05 Million is being held in trust by Mr. Vishambhar Saran on behalf of the Company.

b) Necessary application had been filed with the Central Government for payment of remuneration to Mr. Vishal Agarwal, Vice

Chairman & Managing Director of the Company for the period of 3 (three) years w.e.f. 25 June 2014 till 24 June 2017 (including

payment of minimum remuneration, in case of loss or inadequacy of profits during the aforesaid period), as approved by the

Members of the Company at the Annual General Meeting of the Company held on 24 December 2014. Further, an application for

waiver of recovery of remuneration paid in excess of the prescribed limits under the Companies Act, 1956, for the period 1 April

2012 to 24 June 2014 has also been filed. Pending approvals of the Central Government, Rs. 36.58 Million is being held in trust

by Mr. Vishal Agarwal on behalf of the Company.

c) Necessary application had been filed with the Central Government for waiver of recovery of remuneration paid in excess of

the prescribed limits under the Companies Act, 1956, to Mr. Pankaj Gautam, erstwhile Joint Managing Director & CEO of the

Company (Mr. Gautam has ceased to be Joint Managing Director and CEO and Director of the Company w.e.f. 28 February

2014) for the period 1 April 2013 to 28 February 2014. During the Financial year company has received approval from Central

Government for Rs. 2.90 Million relating to Period 12/12/2013 to 31/03/2014.Pending approval of the Central Government,

Rs. 8.91 Million is being held in trust by Mr. Gautam on behalf of the Company.

d) During the financial Year 2014-15, Company has provided managerial remuneration as per limit prescribed in Schedule V to

Companies Act ,2013. Remuneration beyond such limit will be paid/provided after receiving Central Government approval for

payment of remuneration in excess of Limits.

As at 31 March 2015

As at 31 March 2014

21 OTHER CURRENT ASSETSUnsecured, considered good (unless otherwise stated)Receivable from DGFT and Customs towards Export Incentive

Consider Good 55.93 130.53

Considered Doubtful 11.29 -

Less: Provision for doubtful Receivable (11.29) -

Interest Accrued on advances to Subsidiary Company 0.99 -

Interest Accrued on Deposits 30.67 37.34

87.59 167.87

22 CONTINGENT LIABILITIES (a) Claim against the Company not acknowledged as debt : (i) In respect of a charter party dispute between VISA Comtrade (Asia) Limited (the “Charterer”) and Transfield Shipping

Inc., Panama, (the “Owner of the vessel - Prabhu Gopal”), the said Owner of the vessel has filed a civil suit in the Hon’ble

Calcutta High Court against the Company and the charterer and claimed the relief for a decree for US$ 0.30 Million

to be expressed in Indian Currency at such rate of exchange and / or on such terms as the Court may deem fit and

proper, Injunction, costs or other reliefs. The Company has not accepted the claim as it was not a party to the said

Agreement and the matter is subjudice. The Hon’ble Calcutta High Court passed interim orders dated 11 May 2005

and 20 June 2005, restraining the Company and the Charterer from withdrawing any amount from a specified bank

account without leaving a balance for a sum of Rs. 12.50 Million (31 March 2014: Rs. 12.50 Million), which has been

set aside by the bank from the cash credit limit of the Company. The Company has been legally advised that the above

interim order has been expired due to efflux of time and has not been extended by the Hon’ble Calcutta High Court.



104


(ii) Applications have been filed by the legal heirs of a deceased employee of the Company, who died in a road accident

while travelling in the Company’s vehicle for his personal work, claiming a compensation of Rs. 6.10 Million (31 March

2014: Rs. 6.10 Million) and interest @ 18% per annum. The Company has contested the claim, which is currently

pending before the Motor Accident Claims Tribunal, Bhubaneswar.

As at| 31 March 2015

As at 31 March 2014

(b) Other money for which the Company is contingently liable(i) Disputed Income Tax matter under Appeal 29.76 11.86

(ii) Disputed Sales Tax matter under Appeal 159.03 159.03

(iii) Disputed Entry Tax matters under Appeal 0.63 0.63

(iv) Disputed Customs Duty matter on imported goods under Appeal 34.86 34.86

(v) Disputed Excise duty matters under Appeal 10.96 10.96

(vi) In terms of CDR package for restructuring of Debt of the Company as

referred to in Note 5A, the recompense payable by the Company towards

the reliefs/sacrifices/waivers extended by the concerned lenders, which is

conditional upon achivement of certain favourable financial parameters

by the Company, in future. Estimated recompense amount at year end

2,730.30 1,640.60

(c) Guarantees (i) Bank Guarantee 25.00 25.00

(ii) Corporate Guarantee issued on behalf of a subsidiary company

to its Lenders

720.00 720.00

(d) In respect of the contingent liabilities mentioned in Note 22 (a) and (b) above, pending resolution of the respective

proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any. In respect of matters

mentioned in Note 22 (c) above, the cash outflows, if any, could generally occur during the validity period of the respective

guarantees. The Company does not expect any reimbursements in respect of the above contingent liabilities.

As at 31 March 2015

As at 31 March 2014

23 COMMITMENTS: (a) Capital Commitments

Estimated amount of Contracts remaining to be executed on Capital Account

[Net of advance of Rs. 85.66 Million, (31 March 2014 : Rs. 90.31 Million)]

539.56 393.85

(b) Other Commitments

(i) The Company has imported capital goods under the Export Promotion Capital Goods Scheme of the Government of

India, at a concessional rate of customs duty on an undertaking to fulfill quantified export obligation within the specified

periods, failing which, the Company has to make payment to the Government of India equivalent to the duty benefit

enjoyed along with interest. Related export obligation to be met at the year end is Rs. 167.21 Million (31 March 2014 :

Rs. 164.90 Million). The Company is confident that the above export obligation will be met during the specified period.

(ii) For non-disposal undertaking given by the Company with regard to its investments in VISA Bao Limited Refer Note 14 (a).



105


Year ended 31 March 2015


24 REVENUE FROM OPERATIONS (GROSS)(a) Sale of products

Manufactured GoodsPig Iron 482.82 1,436.33

Ferro Chrome 3,707.58 4,582.86

Silico Manganese 361.32 -

Sponge Iron 4,038.21 3,111.11

Bloom / Round 831.45 1,330.14

Rolled Product 11.37 234.97


Power 67.48 66.20

Total 9,884.05 11,196.19 Traded Goods

Coal and Coke 540.90 870.19

Others 3.50 1.20

Total 544.40 871.39 Less : Trial Run Sales 784.29 1,565.11

Total 9,644.16 10,502.47

(b) Other Operating Income Scrap Sales 41.91 27.95

Export Incentives 138.01 250.48

Liabilities no longer required written back 4.77 100.36

Provisions for doubtful debts, advances etc. no longer

required written back

18.20 12.39

Total 202.89 391.18 Revenue from Operations (Gross) 9,847.05 10,893.65



25 OTHER INCOMEInsurance claim received 5.10 5.30

Interest Income 109.51 100.37

Net Gain from sale of Fixed assets 0.21 -

Income from Shared Services 164.26 170.83

Other non operating income 9.44 3.47

288.52 279.97



26 COST OF MATERIALS CONSUMEDChrome Ore 1,627.90 2,240.71

Iron Ore 2,313.61 2,539.63

Coal and Coke 2,185.82 3,095.86

Others 460.03 395.61

6,587.36 8,271.81 Less : Trial Run Consumption 597.81 1,258.83

5,989.55 7,012.98

(CONTD.)



106




27 PURCHASE OF STOCK-IN-TRADECoal and Coke 565.55 814.08

Others 5.67 3.92

571.22 818.00



28 CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK-IN-TRADE AND WORK-IN-PROGRESSOpening Stock Finished Goods 274.06 326.54


Work-in-Progress 59.35 11.83

490.74 452.17 Add: Transfer from ProjectFinished Goods 66.84 -

By-Products 15.25 -

82.09 -Less : Closing StockFinished Goods 176.90 274.06

Stock-In-Trade 35.27 -



313.69 490.74 Increase / (Decrease) in Excise Duty on Stock (1.19) (9.73)

Increase / (Decrease) in Stock 257.95 (48.30)



29 EMPLOYEE BENEFITS EXPENSESalaries and Wages 354.16 274.06

Contribution to Provident and Other Funds 21.26 17.37

Staff Welfare Expenses 2.60 1.01

378.02 292.44

Other Disclosures as per Accounting Standard-15 (Revised-2005) on “Employee Benefits”(i) Post Employment Defined Contribution Plan The Company contributes to the Provident Fund (PF) maintained by the Regional Provident Fund Commissioner. Under the PF scheme

contributions are made by both the Company and its eligible employees to the Fund, based on the current salaries. An amount of

Rs. 8.08 Million (31 March 2014 : Rs. 9.45 Million) has been charged to the Statement of Profit and Loss towards Company’s contribution

to the aforesaid PF scheme. Apart from making monthly contribution to the scheme, the Company has no other obligation.

(ii) Post Employment Defined Benefit Plan-Gratuity (Funded) The Company provides for Gratuity, a defined benefit retirement plan covering eligible employees. As per the scheme, the Gratuity

Trust Funds managed by the Life Insurance Corporation of India (LICI) make payment to vested employees at retirement, death,

incapacitation or termination of employment, of an amount based on the respective employee’s eligible salary for specified

number of days, as per provision of Gratuity Act depending upon the tenure of service subject to a maximum limit of Rs. 1.00

Million. Vesting occurs upon completion of five years of service. Liabilities with regard to the Gratuity Plan are determined by

actuarial valuation as set out in Note 2.10, based on which, the Company makes contributions to the Gratuity Fund.

The following Table sets forth the particulars in respect of the aforesaid Gratuity fund of the Company.



107


As at 31 March 2015

As at 31 March 2014

(I) Reconciliation of the Present Value of the Defined Benefit Obligation and the Fair Value of Plan Assets:

Present Value of funded obligation at the end of the year 30.92 23.25

Fair Value of Plan Assets at the end of the year 22.49 22.87

Net (Asset) / Liability recognized in the Balance Sheet 8.43 0.38 (II) Expenses recognised in the Statement of Profit and Loss

Current Service cost 5.21 5.08

Interest cost 2.09 1.50

Expected Return on Plan Assets (2.00) (2.08)

Actuarial loss / (gain) 2.75 2.18

Total Expenses (Recognised under Contribution to Provident and Other Funds) 8.05 6.68 (III) Reconciliation of opening and closing balances of the present value of the

Defined benefit obligations:

Opening defined benefit obligation 23.25 16.64




Benefits paid (2.34) (2.02)

Closing Defined Benefit Obligation 30.92 23.25 (IV) Reconciliation of opening and closing balances of the fair value of plan assets:

Opening fair value of Plan Assets 22.87 22.44

Expected Return on Plan Assets 2.00 2.08

Actuarial (loss) / gain (0.04) (0.13)

Contributions by employer - 0.50


Closing Fair Value on Plan Assets 22.49 22.87 (V) Actual Return on Plan Assets [Assets consist of funds maintained with

LICI for gratuity scheme] 1.96 1.95

(VI) Category of Plan AssetsFund with LIC 22.49 22.87

Total 22.49 22.87 (VII) Principal Actuarial Assumption Used:

Discount Rates 7.80% 9.00%

Expected Return on Plan Assets 9.00% 8.75%

Expected Salary increase rates 5.00% 5.00%

Withdrawal Rate 2% depending

on age

1% to 2%

depending on age

Mortality Rates IALM(06-08)

mortality tables

IALM(06-08)

mortality tables

(VIII) Investment Details of Plan Assets (% allocation)Insurer managed funds 100% 100%



108


Current Pattern of investment as per IRDA Guidelines are as under:-

Sr. No Type of Investment Percentage1 Government Securities, being not less than 20%

2 Government Securities or other approved Securities (inclusive (1) above, being not less than) 40%

3 Balance to be invested in approved investment as specified in Schedule I. Not exceeding 60%

The estimates of future salary increase considered in the actuarial valuation takes into account factors like inflation, seniority, promotion

and other relevant factors. The expected return on plan assets is based on actuarial expectation of the average long term rate of return

expected on investments of the funds during the estimated terms of the obligations.

The contribution expected to be made by the Company for the year ending 31 March 2016 cannot be readily ascertainable and

therefore not disclosed.

31-Mar-15 31-Mar-14 31-Mar-13 31-Mar-12 31-Mar-11(IX) Experience Adjustment

Present Value of Defined Benefit Obligation as at end of

the year

30.92 23.25 16.64 15.26 11.47

Fair Value of Plan Assets as at end of the year 22.49 22.87 22.44 19.01 16.34

(Surplus) / Deficit as at end of the year 8.43 0.38 (5.80) (3.75) (4.87)

Experience Adjustments on Plan Liabilities [Gain / (Loss)] 1.28 (5.10) (2.21) (0.67) Not

availableExperience Adjustments on Plan Assets [Gain / (Loss)] (0.04) (0.13) (0.01) 0.09



30 FINANCE COSTSInterest Expense 1,272.58 779.90

Other Borrowing Costs 789.32 670.41

2,061.90 1,450.31

The amount of finance cost capitalised for qualifying assets during the year 31 March 2015 is Rs. 2,044.14 Million (31 March 2014 :

Rs. 1,970.23 Million)



31 DEPRECIATION AND AMORTIZATION EXPENSEDepreciation and Amortization expense on Tangible Assets 569.87 567.68

Amortization expense of Intangible Assets 4.22 9.61

574.09 577.29



109




32 OTHER EXPENSESConsumption of Stores and Spare Parts 352.42 408.26

Power and Fuel [Refer (a) below] 578.97 612.40

Rent 11.67 9.28

Lease Rent for Production Facility 146.40 109.80

Repairs to Buildings 4.23 1.61

Repairs to Machinery 60.03 57.17

Insurance Expenses 13.01 9.71

Rates and Taxes, excluding taxes on income 38.69 29.98

Material Handling Expenses 211.42 107.11

Freight and Selling Expenses 179.30 299.56

Loss on exchange fluctuation (net) 79.03 -


Provision for Doubtful Debts 54.98 -

Provision for Doubtful Advances and Other Current Assets 144.56 21.31

Miscellaneous Expenses 225.09 264.49

Transfer to Project (54.43) (103.49)

2,045.37 1,841.01 (a) Power and Fuel includes consumption of coal (Reclassified from raw material

consumption effective current year with regrouping of prior year’s figures) 399.86 377.18

33 EXCEPTIONAL ITEMS In view of high volatility in the value of Indian Rupee against USD and other foreign currency, the loss arising out of the

re-instatement of foreign currency monetary items had been considered as exceptional item in the previous year.

34 BUSINESS RE-ORGANISATION/RE-STRUCTURING PLAN (a) The Board of Directors of the Company at its meeting held on 12 August 2013 had approved the transfer of its Special

Steel Undertaking on a going concern basis to its wholly owned subsidiary VISA Special Steel Limited by way of Scheme of

Arrangement (the Scheme) with effect from 1 April, 2013 pursuant to provisions of Section 391 to 394 and other applicable

provisions of the Companies Act, 1956 and intimated the same to the respective stock exchanges. The Scheme is subject to

the sanctions/approval of Jurisdictional High Court, lenders and other concerned authorities as may be applicable. Pending

such sanction/approval, the Special Steel Undertaking has not been considered as a discontinuing operation and no effect

has been given to the Scheme in these Financial Statements.

(b) The Board of Directors of the Company at its meeting held on 1 October 2013, accorded their in-principle approval to the

merger of VISA BAO Limited (Subsidiary Company) with the Company, subject to the approvals as may be necessary from

stakeholders, lenders and other relevent authorities.



35 VALUE OF CONSUMPTION OF INDIGENOUS AND IMPORTED MATERIALS AND STORES(a) Value of Indigenous and Imported Raw Materials

Consumed % Value % Value

Indigenous 78.41% 5,164.99 85.02% 7,032.50

Imported 21.59% 1,422.37 14.98% 1,239.31

100.00% 6,587.36 100.00% 8,271.81 (b) Stores and Spares Consumed

Indigenous 99.69% 351.34 100.00% 408.26

Imported 0.31% 1.08 - -

100.00% 352.42 100.0% 408.26



110




36 C.I.F VALUE OF IMPORTS

Raw Materials 1,757.57 1,488.39

Traded Goods 140.24 592.09

Capital Goods 3.60 58.94

1,901.41 2,139.42



37 EXPENDITURE IN FOREIGN CURRENCY ON ACCOUNT OF

Foreign Travel 6.90 6.25

Interest 0.84 7.61

Professional and Consultation Fees 0.15 1.91

Other Matters 31.71 25.26

39.60 41.03



38 EARNING IN FOREIGN CURRENCY

Export of goods calculated on F.O.B. basis 2,491.98 4,168.48



39 MISCELLANEOUS EXPENSES INCLUDES PAYMENT TO AUDITOR

As Auditors :Audit Fees 1.50 1.25

Tax Audit Fees 0.20 0.15

Other Services 1.81 1.90

Re-imbursement of expenses 0.14 0.05

3.65 3.35



40 EARNING / (LOSS) PER EQUITY SHARE(I) Basic a. (Loss) / Profit after tax (2,414.40) (1,524.95)

b. (i) Number of Equity Shares at the beginning of the year 110,000,000 110,000,000

(ii) Number of Equity Shares at the end of the year 110,000,000 110,000,000

(iii) Weighted average number of Equity Shares outstanding during the year 110,000,000 110,000,000

(iv) Face Value of each Equity Share (Rs.) 10 10

c. Basic Earning / (Loss) per Share [a / (b(iii)] (Rs.) (21.95) (13.86)

(II) Diluted a. Weighted Average number of Equity Shares for computing

Dilutive earning / (Loss) per Share 110,000,000 110,000,000

b. Diluted Earning / (Loss) per Share [same as (I)(c) above] (Rs.) (21.95) (13.86)



111


41 SHARE - BASED COMPENSATION The shareholders of the Company in the Annual General Meeting held on 17 August, 2010, has approved an Employee Stock

Option Scheme 2010 (the “ESOP Scheme 2010”), formulated by the Company, under which the Company may issue 5,500,000

options to its permanent employees and directors, its subsidiaries and its holding company, as determined by the Remuneration

Committee on its own discretion and in accordance with the SEBI Guidelines.

Each option when exercised would be converted into one fully paid - up equity share of Rs. 10/- each of the Company. The ESOP

Scheme 2010 is administered by the Remuneration Committee of the Board of Directors of the Company (‘’the Committee”).

Under the ESOP Scheme 2010, the Committee had granted 900,000 options to its eligible employees during the year ended

31 March 2011. During the current year the Company has not granted any new options. The following share-based payment

arrangements were in existence during the reporting period.

Particulars ESOP Scheme 2010Number of Options Granted 900,000

Grant Date 4 February 2011

Vesting Plan Graded vesting - between 12.5% & 25% based on continuity & performance

Vesting PeriodNot earlier than one year and not later than five years from the date of grant of the options

in one or more tranches.

Exercise Period 3 years from the date of vesting

Exercise Price (Rs. per Option) 46.30

Method of Accounting Intrinsic Value

Movement of Options Granted The movement of the options for the year ended 31 March 2015 is given below:

ParticularsStock

Options (Numbers)Range

of exercise Prices

Weighted Average

Exercise PriceRemaining

Contractual YearsOutstanding at the beginning of the year 583,446 46.30 46.30 3

Granted during the year - - - -

Forfeited during the year - - - -

Exercised during the year - - - -

Lapsed during the year 87,341 46.30 46.30 -

Outstanding at the end of the year 496,105 46.30 46.30 2

Exercisable at the end of the year 493,601

During the year total 120,469 number of Options were vested.

Fair Valuation: At grant date, the estimated fair value of stock options granted was Rs. 19.56. The fair valuation was carried out by an independent

valuer using Black & Scholes model. The various inputs and assumptions considered in the pricing model at grant date for the

stock options granted under ESOP Scheme 2010 are as under.

Particulars Tranche INumber of options granted 900,000


Risk Free interest rate (%) 7.86% - 8.00%

Option Life (Years) 2.5 - 5.5

Expected Volatility (%) 54.42 - 55.30

Expected Dividend Yield (%) 2.77

Share price at options grant date (in Rs.) 46.30



112


Had the compensation cost for the stock options granted been recognised based on fair value at the date of grant in accordance

with Black & Scholes Model, the proforma amount of net profit and earnings per share of the Company would have been as under:

ParticularsYear ended

31 March 2015Year ended

31 March 2014Net (Loss) / Profit attributable to Equity shareholders (2,414.40) (1,524.95)Less : Compensation cost under ESOP as per Fair Value (1.10) 0.69

Proforma (Loss) / Profit before Tax adjustment for earlier years (2,413.30) (1,525.63)Weighted average number of Basic equity shares outstanding (in Million) 110.00 110.00

Weighted average number of Diluted equity shares outstanding (in Million) 110.00 110.00

Face Value of Equity Shares 10.00 10.00

Reported Earning per Share (EPS)Basic EPS (in Rs.) (21.95) (13.86)

Diluted EPS (in Rs.) (21.95) (13.86)

Proforma Earning per Share (EPS)Basic EPS (in Rs.) (21.94) (13.87)

Diluted EPS (in Rs.) (21.94) (13.87)

42. DETAILS OF FOREIGN CURRENCY EXPOSURE

Particulars

As at 31 March 2015

As at 31 March 2014

USD EUROAmount

(INR)USD EURO

Amount (INR)

Unhedged Portion as at Balance Sheet Date *a) Trade Receivable - - - 0.74 44.30

b) Trade Payable - - - 1.09 65.56

c) Capital Advance 0.51 0.01 32.23 0.71 0.01 43.93

d) Capital Creditors 0.12 0.27 25.29 0.12 0.41 41.11

e) Advance to Supplier 0.02 0.01 1.27 0.02 0.02 3.03

f) Advance from Customers 0.03 - 2.15 0.14 8.61

* Unhedged foreign currency exposure as on 31

March 2015 has been derived without considering

the effect of any natural hedge.

Derivatives Outstanding as at the reporting datea) Forward Contracts to sell USD - Hedge of firm

commitment and highly probable forecast

transaction

9.00 - 571.79 3.89 239.50

b) Forward Contracts to buy USD - Hedge of firm

commitment and highly probable forecast transaction 3.33 212.71 - -

Mark to market losses provided for 0.62 -

43 SEGMENT INFORMATION FOR THE YEAR ENDED 31ST MARCH 2015 A Primary Segment Reporting (by Business Segment) Identification of the Business Segment The Company has identified primary business segments namely “Special Steel” and “Ferro Chrome” in accordance with the

Accounting Standard on Segment Reporting (AS-17) prescribed under the Act and has disclosed segment information accordingly.

Details of products included in each of the above Segments are given below:

Special Steel Bar and Wire Rods , Billets and Blooms , Pig Iron and Sponge Iron and other Allied Products

Ferro Chrome Ferro Chrome and Captive Power



113


Segment Revenue, Segemnt Results and other information

31 March 2015 31 March 2014

A) Primary Business SegmentSpecial Steel

Ferro Chrome

Total of Reportable Segments

Special Steel

Ferro Chrome

Total of Reportable Segments

External Revenue from

Operations* 4,766.06 4,455.51 9,221.57 5,260.24 5,039.34 10,299.58

Inter Segment Revenue from

Operations* 42.91 49.94 92.85 72.98 40.38 113.36

Segment Revenues 4,808.97 4,505.45 9,314.42 5,333.22 5,079.72 10,412.94

Segment Results (60.83) 267.34 206.51 58.67 353.87 412.54

Segment Assets 21,894.70 5,714.16 27,608.86 20,134.26 6,304.80 26,439.06

Segment Liabilities 1,687.61 1,676.02 3,363.63 1,105.46 1,088.83 2,194.29

Capital Expenditure 155.40 14.48 169.88 609.71 9.10 618.81

Depreciation & Amortization 192.52 152.19 344.71 155.10 319.98 475.08

Non Cash Expenses other than

depreciation & amortization - - - - - -

* Net of Excise Duty and does not include Trial Run Sales.

RECONCILLIATION OF REPORTABLE SEGMENTS WITH THE FINANCIAL STATEMENTS

31 March 2015 31 March 2014

Revenues Results/Net

Profit(Loss)

Assets Liabilities

#

Revenues Results/Net

Profit(Loss)

Assets Liabilities

#

Total of Reportable Segments 9,314.42 206.51 27,608.86 3,363.63 10412.94 412.54 26439.06 2194.29

Corporate-Unallocated / Others (Net) 276.46 (512.62) 11,033.73 34,054.65 274.67 (487.18) 10979.71 31554.34

Inter Segment Revenues from Operations (92.85) - - - (113.36) - - -

Other Allocated Segment Income 12.06 - - - 5.30 - - -

Finance Costs - (2,061.90) - - - (1,450.31) - -

MAT Credit Entitlement - (32.33) - - - - - -

Tax Expenses-Deferred tax(Charge)/Credit - (14.06) - - - - - -

As per Financial Statements 9,510.09 (2,414.40) 38,642.59 37,418.28 10,579.55 (1,524.95) 37,418.77 33,748.63

# Excluding Shareholder’s Funds

B Secondary Segment Reporting (By Geographical Segment) The Company has its customer in India as well as outside India and thus segment information based on Geographical

Location of its customer is as follows :

Particulars31 March 2015 31 March 2014

India Outside India Total India Outside India TotalRevenue External 6,696.37 2,525.20 9,221.57 6,156.57 4,143.01 10,299.58

Total Segment Assets 27,254.93 353.93 27,608.86 26,113.27 325.79 26,439.06

Capital Expenditure 169.88 - 169.88 618.81 - 618.81



114


44 The Company has incurred a net loss of Rs. 2414.40 Million (31 March 2014 : Rs. 1524.95 Million) during the year ended 31 March 2015 and the year-end current liabilities exceeded current assets by Rs. 10521.43 Million (31 March 2014 : Rs. 7,657.22 Million), and defaulted in its debt servicing obligations as mentioned in Note-5D and has negative net worth at the year end. The Company’s financial performance has been adversely affected mainly due to non-availability of raw materials, increasing material costs and high interest cost.

With the substantial improvement in the availability of major raw material and reducing raw material cost and signs of recovery in the general economic scenario, the Company expects a positive turnaround with substantial increase in its top line and reasonable increase in its bottom line.

The Company’s Debt had been restructured under the package approved by Corporate Debt Restructuring (CDR) cell in the earlier years to overcome inter alia the impact of losses due to high interest costs and to improve cash flows. Under the CDR package, short term borrowings have been converted into long term borrowings with extended repayment schedule and reduced the interest rates. The Company has approached its lenders to sanction fresh line of credit, which is under active considerations by the lenders.

The increased availability of the raw material together with expected increase in demand for the Company’s products, the Company has planned full-fledged operations of its various units.The same would enable the Company to embark on a sustainable growth path for years to come. Accordingly, with the improvement in the operations, it is expected that the overall financial health of the Company would improve.

Considering the above developments and favourable impact thereof on the financials of the Company and its operation, the

Company has prepared these financial statements on the basis of going concern assumption.

45 INVESTMENT IN JOINT VENTURE The Company has invested in VISA Urban Infra Limited vide the consortium agreement with VISA Infrastructure Limited and

VISA Realty Limited to start up a project of star hotel and convention centre at Naya Raipur, Chhattisgarh.

Proportion of Ownership Interest

Name of Joint Venture Country of IncorporationAs at

31 March 2015As at

31 March 2014VISA Urban Infra Limited India 26.00% 26.00%

The Company’s financial interest in the aforesaid Joint Venture, based on it’s audited financial statements are as follows :

31 March 2015 31 March 2014a) Assets 27.54 22.98

b) Liabilities 17.66 13.11

c) Income 0.12 -

d) Expenses 0.12 0.05

46 OPERATING LEASES The Company has lease agreement for various premises which are in the nature of operating lease.The tenure of Lease

arrangement ranges between 3 Years to 10 Years which are cancellable lease. There is no obligation for renewal of these lease

agreements and are renewable by mutual consent.

During previous year Company has entered into an agreement with VISA BAO Limited (VBL), for taking on lease a part of

Production Facility of VBL located at Kalinganagar, Odisha. The said lease arrangement which is in the nature of cancellable

operating lease, had been initially entered for a period of 9 months from 1 July, 2013 which has been further extended up to 30

September 2015.



With respect to all operating lease Lease payments recognised in the Statement of Profit and Loss during the year 158.07 119.08



115


47 (A) DISCLOSURES PURSUANT TO THE CLAUSE 32 OF THE EQUITY LISTING AGREEMENT

As at 31 March 2015

As at 31 March 2014

Loans and advances in the nature of loans to subsidiaries and associatesLoan to subsidiary : Ghotaringa Minerals Limited 2.50 2.50

Maximum amount outstanding at any time during the year 2.50 2.50

47 (B) Disclosure pursuant to Sub-Section (4) of Section 186 of the Companies Act, 2013 regarding loans given, investment made

and guarantees given are mentioned in the respective Notes of Non Current Investments [Refer Note 14], Long-term Loans

& Advances [Refer Note 15] and Guarantees [ Refer Note 22(c)].

48 (A) RELATED PARTY DISCLOSURES PURSUANT TO ACCOUNTING STANDARD 18

Related Parties Name of the Related Parties(i) Where Control Exists

Holding Company VISA Infrastructure Limited

Subsidiaries Ghotaringa Minerals Limited

VISA BAO Limited

VISA SunCoke Limited

Kalinganagar Special Steel Private Limited

Kalinganagar Chrome Private Limited

VISA Ferro Chrome Limited

VISA Special Steel Limited

(ii) OthersJoint Venture Company VISA Urban Infra Limited

Enterprise having significant influence VISA International Limited

Fellow Subsidiaries VISA Resources India Limited

VISA Energy Ventures Limited

VISA Power Limited

Key Managerial Personnel Mr. Vishambhar Saran (Chairman)

Mr. Vishal Agarwal (Vice Chairman & Managing Director)

Mr. Punkaj Kumar Bajaj - Joint Managing Director & CEO (Steel Business)

Relatives of Key Managerial Personnel Mrs. Bhawna Agarwal (Wife of Mr. Vishal Agarwal) w.e.f. 01 January 2015

Enterprise over which Relatives of Key VISA Resources PTE Limited

Managerial Personnel having

significant influence

VISA Bulk Shipping PTE Limited

VISA Trading (Shanghai) Co. Limited



116


48 (B) DETAILS OF TRANSACTIONS WITH RELATED PARTIES

Disclosure in respect of transactions in excess of 10% of the total related party transactions of the same type

Nature of Transactions Name of the Related Parties 31 March 2015 31 March 2014 Rent Charges VISA International Limited 3.54 4.13

VISA Infrastructure Limited 4.39 3.92

Purchase of Goods VISA Resources India Limited 1,249.39 1,459.33

VISA SunCoke Limited 728.72 1,542.93

Purchase of Traded Goods VISA Resources India Limited 247.61 -

Sale of Goods VISA Resources India Limited 1,330.70 1,303.79

VISA Resources PTE Limited 259.61 -

VISA SunCoke Limited - 308.19

Sale of Traded Goods VISA SunCoke Limited 33.66 -

Freight VISA Bulk Shipping Pte Limited - 91.18

VISA Resources India Limited 4.84 21.22

Hire Charges VISA Resources India Limited 14.57 14.57

Commission VISA Trading (Shanghai) Co., Limited 12.65 4.11

Interest Income Ghotaringa Minerals Limited 0.28 0.28


Rent Income VISA SunCoke Limited - 0.44

Income from Shared Services VISA SunCoke Limited 180.90 173.52

Finance Cost VISA Resources India Limited 426.75 -

VISA International Limited - 28.23

VISA BAO Limited - 42.44


Lease Rental VISA BAO Limited 164.50 123.37

Remuneration Mr. Vishambhar Saran 16.91 7.15

Mr. Vishal Agarwal 20.19 6.99

Mr. Pankaj Gautam - 4.61

Mr. Punkaj Kumar Bajaj 9.92 0.42

Investment made Kalinganagar Special Steel Private Limited - 0.70

Kalinganagar Chrome Private Limited - 0.60

Investment sold Kalinganagar Special Steel Private Limited - 0.70

Sale of FPS Licenses VISA SunCoke Limited 72.88 132.93

Transfer of Intangible Assets VISA BAO Limited - 2.84

Reimbursement of Expenses

(Net)VISA BAO Limited - 3.06



VISA Bulk Shipping Pte Limited - 30.07

VISA Resources PTE Limited 49.42 50.87

Advance against Sales VISA Power Limited 27.00 -

Unsecured Loan Repaid VISA International Limited - 500.00

Unsecured Loan Taken VISA Infrastructure Limited 252.00 -



117


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118



To The Members of VISA Steel Limited

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

1. We have audited the accompanying consolidated financial

statements of VISA Steel Limited (“hereinafter referred to

as the Holding Company”) and its subsidiaries (the Holding

Company and its subsidiaries together referred to as “the

Group”), and its jointly controlled entity; [refer Note 2.2

(vii) to the attached consolidated financial statements],

comprising the consolidated Balance Sheet as at March 31

2015 , the consolidated Statement of Profit and Loss, the

consolidated Cash Flow Statement for the year then ended,

and a summary of significant accounting policies and other

explanatory information prepared based on the relevant

records (hereinafter referred to as “the Consolidated

Financial Statements”).

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS2. The Holding Company’s Board of Directors is responsible for

the preparation of these consolidated financial statements

in terms of the requirements of the Companies Act, 2013

(hereinafter referred to as “the Act”) that give a true and fair view

of the consolidated financial position, consolidated financial

performance and consolidated cash flows of the Group including

its jointly controlled entity in accordance with accounting

principles generally accepted in India including the Accounting

Standards specified under Section 133 of the Act read with

Rule 7 of the Companies (Accounts) Rules, 2014. The Holding

Company’s Board of Directors is also responsible for ensuring

accuracy of records including financial information considered

necessary for the preparation of Consolidated Financial

Statements. The respective Board of Directors of the companies

included in the Group and of its jointly controlled entity are

responsible for maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the

assets of the Group and its jointly controlled entity respectively

and for preventing and detecting frauds and other irregularities;

the selection and application of appropriate accounting policies;

making judgements and estimates that are reasonable and

prudent; and the design, implementation and maintenance

of adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and presentation

of the financial statements that give a true and fair view and

are free from material misstatement, whether due to fraud or

error, which has been used for the purpose of preparation of

the consolidated financial statements by the Directors of the

Holding Company, as aforesaid.

AUDITORS’ RESPONSIBILITY3. Our responsibility is to express an opinion on these

consolidated financial statements based on our audit.

While conducting the audit, we have taken into account

the provisions of the Act and the Rules made thereunder

including the accounting standards and matters which are

required to be included in the audit report,

4. We conducted our audit in accordance with the Standards

on Auditing specified under Section 143(10) of the Act

and other applicable authoritative pronouncements issued

by the Institute of Chartered Accountants of India. Those

Standards and pronouncements require that we comply

with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the consolidated

financial statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit

evidence about the amounts and disclosures in the

consolidated financial statements. The procedures selected

depend on the auditors’ judgement, including the assessment

of the risks of material misstatement of the consolidated

financial statements, whether due to fraud or error. In making

those risk assessments, the auditor considers internal financial

control relevant to the Holding Company’s preparation of the

consolidated financial statements that give a true and fair

view, in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing an

opinion on whether the Holding Company has an adequate

internal financial controls system over financial reporting in

place and the operating effectiveness of such controls. An

audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the

accounting estimates made by the Holding Company’s Board

of Directors, as well as evaluating the overall presentation of

the consolidated financial statements.

6. We believe that the audit evidence obtained by us and the

audit evidence obtained by the other auditors in terms of

their reports referred to in sub-paragraph 8 of the Other

Matters paragraph below, is sufficient and appropriate to

provide a basis for our audit opinion on the consolidated

financial statements.

OPINION7. In our opinion and to the best of our information and

according to the explanations given to us, the aforesaid

consolidated financial statements give the information

required by the Act in the manner so required and give

a true and fair view in conformity with the accounting

principles generally accepted in India of the consolidated

state of affairs of the Group and its jointly controlled entity

as at March 31 2015, and their consolidated loss and their

consolidated cash flows for the year ended on that date.

OTHER MATTER8. We did not audit the financial statements of five subsidiaries,

and one jointly controlled entity whose financial statements

119



reflect total assets of Rs. 3415.62 Million and net assets of

Rs. 1,282.03 Million as at 31 March 2015, total revenue of

Rs. 3,659.20 Million, net loss of Rs. 887.40 Million and net

cash flows amounting to Rs. 845.49 Million for the year ended

on that date, as considered in the consolidated financial

statements. These financial statements have been audited

by other auditors whose reports have been furnished to us

by the Management, and our opinion on the consolidated

financial statements in so far as it relates to the amounts

and disclosures included in respect of these subsidiaries

and jointly controlled entity and our report in terms of sub-

sections (3) and (11) of Section 143 of the Act in so far as

it relates to the aforesaid subsidiaries and jointly controlled

entity, is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements and our

Report on Other Legal and Regulatory Requirements below, is

not modified in respect of the above matters with respect to our

reliance on the work done and the reports of the other auditors .

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS9. As required by the Companies (Auditor’s Report) Order,

2015 (“the Order”), issued by the Central Government of

India in terms of sub-section (11) of Section 143 of the

Act, based on the comments in the auditors’ reports of

the Holding Company, subsidiary companies and jointly

controlled company incorporated in India (Refer Note 2.2

(vii) to the consolidated financial statements), we give in

the Annexure a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

10. As required by Section 143(3) of the Act, we report, to the

extent applicable, that:

(a) We have sought and obtained all the information and

explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit of

the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required

by law maintained by the Holding Company, its

subsidiaries included in the Group and jointly

controlled entity incorporated in India including

relevant records relating to preparation of the

aforesaid consolidated financial statements have

been kept so far as it appears from our examination

of those books and records of the Holding Company

and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated

Statement of Profit and Loss, and the Consolidated Cash

Flow Statement dealt with by this Report are in agreement

with the relevant books of account maintained by the

Holding Company, its subsidiaries included in the Group

and jointly controlled entity incorporated in India

including relevant records relating to the preparation of

the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial

statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule

7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received

from the directors of the Holding Company as on

March 31, 2015 taken on record by the Board of

Directors of the Holding Company and the reports of

the statutory auditors of its subsidiary companies and

its jointly controlled company incorporated in India,

none of the directors of the Group companies and its

jointly controlled company incorporated in India is

disqualified as on March 31 2015 from being appointed

as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in

the Auditors’ Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in

our opinion and to the best of our information and

according to the explanations given to us:

i. The consolidated financial statements disclose

the impact, if any, of pending litigations as at 31

March 2015 on the consolidated financial position

of the Group and jointly controlled entity - Refer

Note 22 to the consolidated financial statements.

ii. The Group and its jointly controlled entity

had long-term contracts including derivative

contracts as at March 31, 2015 for which there

were no material foreseeable losses.

iii. There has been no delay in transferring amounts

required to be transferred to the Investor

Education and Protection Fund by the Holding

Company during the year ended March 31,

2015. However there were no amounts which

were required to be transferred to the Investor

Education and Protection Fund by the subsidiary

companies and Jointly controlled company of

the Holding Company incorporated in India

during the year ended March 31, 2015.




Pradip LawPlace: Kolkata Partner

Date: 29 May 2015 Membership Number 51790

120


Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of VISA Steel Limited on the consolidated financial statements as of and for the year ended

31 March 2015

i. (a) The Holding Company and one of its Subsidiaries,

VTSA Bao Limited(VBL) incorporated in India, are

maintaining proper records showing full particulars,

including quantitative details and situation, of fixed

assets. In case of VISA SunCoke Limited (VSCL), a

subsidiary of the Holding Company, incorporated

in India and audited by another firm of chartered

accountants, who vide their report dated May 26,

2015 has reported as follows:

“The Company has maintained proper records

showing full particulars, including quantitative details

and situation of fixed assets.”

(b) The fixed assets of the Holding Company and its

subsidiary VBL incorporated in India have been

physically verified by the respective Management

of the Company during the year and no material

discrepancies have been noticed on such verification.

In case of VSCL, a subsidiary of the Holding Company,

incorporated in India and audited by another firm of

chartered accountants, who vide their report dated

May 26, 2015 has reported as follows:

“All fixed assets were physically verified by the

management in the previous year in accordance with a

planned programme of verifying them once in two years

which, in our opinion, is reasonable having regard to the

size of the Company and the nature of its assets. No

material discrepancies were noticed on such verification.”

VISA Urban Infra Limited CVUIFL), a Jointly Controlled

entity of the Holding Company incorporated in

India and audited by another firm of chartered

accountants, who vide their report dated May 28,

2015 has reported as follows:

“The Company does not have any fixed assets and has

only incurred some expenses relating to acquisition

of land and setting up Star Hotel and Convention

Centre and such expenses are lying in Capital Work in

Progress. Hence Clause 3 (i) (a) and (b) of’the Order”

are not applicable.”

VISA Ferro Chrome Limited (VFCL), VISA Special

Steel Limited (VSSL) and Ghotaringa Minerals

Limited (GML), subsidiaries of the Holding Company

incorporated in India, do not have any fixed assets,

therefore, the provisions of Clause 3(i)(a) of the said

Order are not applicable to such subsidiaries.

Annexure to Independent Auditors’ Report

ii. (a) The inventory has been physically verified by the

respective Managements of the Holding Company

and VSCL, its subsidiary incorporated in India,

during the year. In our opinion, and the frequency of

verification is reasonable.

(b) In our opinion, the procedures of physical verification

of inventory followed by the Management of the

Holding Company are reasonable and adequate in

relation to the size of the Holding Company and the

nature of its business. In case of VSCL a subsidiary

of the Holding Company, incorporated in India and

audited by another firm of chartered accountants,

who vide their report dated May 26, 2015 has

reported as follows:

“As the Company’s inventory mostly comprises

bulk materials such as coal and metallurgical coke

requiring technical expertise for establishing the

quality and quantification thereof, the company has

hired independent agencies with relevant technical

competencies for physical verification of such stocks.

Relying on the above, according to the information

and explanations furnished to us, the procedures

of physical-verification of inventory followed by-

the management are reasonable and adequate in

relation to the size of the Company and the nature of

its business.”

(c) On the basis of our examination of the inventory

records and the report of the other auditors, in our

opinion, the Holding Company and its subsidiary

VSCL incorporated in India are maintaining proper

records of inventory. The discrepancies noticed on

physical verification of inventory of the aforesaid

Holding Company and its subsidiary as compared to

the respective book records were not material.

VBL, VSSL, GML and VFCL subsidiaries and VUIFL,

a jointly controlled entity of the Holding Company

incorporated in India does not hold any inventory.

Therefore, the provisions of Clause 3 (ii) of the said

Order are not applicable to such subsidiaries and the

jointly controlled entity.

iii. After considering elimination of intragroup balances and

transactions, the Holding Company its subsidiaries and

the jointly controlled entity incorporated in India have not

granted any loan , secured or unsecured, to companies,

firms or other parties covered in the register maintained

under Section 189 of the Act. Therefore, the provisions of

Clause 3(iii), (iii)(a) and (iii)(b) of the said Order are not

applicable to the Group.

121



iv. In our opinion, and according to the information and


control system commensurate with the size of the Holding

Company and its subsidiary, VBL incorporated in India and

the nature of the business for the purchase of inventory

and fixed assets and for the sale of goods and services in

case of Holding Company and for the purchase of fixed

assets in case of VBL as the present operations of VBL do

not involve purchase of inventory and sale of goods and

services. Further, on the basis of our examination of the

books and records of the aforesaid Holding Company and

its subsidiary VBL, and according to the information and

explanations given to us, we have neither come across, nor

have been informed of, any continuing failure to correct

major weaknesses in the aforesaid internal control system.

In case of VSCL a subsidiary of the Holding Company,


chartered accountants, who vide their report dated 26th

May 2015 has reported as follows:

“In our opinion and according to the information and


control system commensurate with the size of the

Company and the nature of its business, for the purchase

of inventory and fixed assets and for the sale of goods. The

activities of the Company do not involve sale of services.

During the course of our audit, we have not observed any

major weakness or continuing failure to correct any major

weakness in the internal control system of the Company in

respect of these areas.”

In case of VUIFL, a jointly controlled entity of the Holding

Company incorporated in India and audited by another

firm of chartered accountants, who vide their report dated

May 28 • 2015 has reported as follows:

“In our opinion and according to the information and


control system commensurate with the size of the

Company and the nature of its business in respect of

purchases of inventory and fixed assets and for sale of

goods and services. Since, the Company is in the project

stage and there were no instances of purchase of inventory

or sale of goods or services during the period under review.

Further, on the basis of our examination of the books and

records of the Company, and according to the information

and explanations given to us, we have neither come across

nor have been informed of any continuing failure to correct

major weaknesses in the aforesaid internal control system.”

During the year, operations of VSSL, GML and VFCL,

subsidiaries of the Holding Company incorporated in India

do not involve purchase of inventory and fixed assets

and sale of goods and services. Therefore, the provisions

of Clause 3(iv) of the Order are not applicable to such

subsidiaries.

v. The Holding Company, its subsidiaries and jointly controlled

entity incorporated in India have not accepted any deposits

from the public within the meaning of Sections 73, 74, 75

and 76 of the Act and the rules framed there under to the

extent notified.

vi. We have broadly reviewed the books of account maintained

by the Holding Company incorporated in India in respect of

products where, pursuant to the rules made by the Central

Government of India, the maintenance of cost records has

been specified under sub-section (1) of Sec tion 148 of the

Act, and based on such review and the report of the other

auditors on VSCL, a subsidiary of the Holding Company

incorporated in India, as furnished to us, we are of the

opinion that, prima facie, the prescribed accounts and

records have been made and maintained. We/the other

auditors have not, however, made a detailed examination

of the records with a view to determine whether they are

accurate or complete.

As VBL and VSSL subsidiaries of the Holding Company

incorporated in India are not engaged in the production

of any goods and rendering services, prescribed under sub-

section (1) of Section 148 of the Act, in our opinion, the

provisions of Clause 3(vi) of the Order are not applicable to

such subsidiaries.

In case of GML and VFCL subsidiaries and VUIFL the jointly

controlled entity of the Holding Company incorporated

in India, audited by other firms of Chartered Accountants

who vide their reports dated May 28, 2015 have reported

as follows:

“The Central Government of India has not prescribed the

maintenance of cost records under clause (d) of sub-section

(1) of Section 148 of the Companies Act, 2013 for any of

the products of the Company.”

vii. (a) In our opinion, and according to the information

and explanations given to us and the records of the

Holding Company, examined by us, the Holding

Company is generally regular in depositing the

undisputed statutory dues in respect of provident

fund, service tax, tax deducted at source and labour

welfare cess, although there have been a slight

delay in a few cases and are regular in depositing

the undisputed statutory dues, including employees’

state insurance, income tax, sales tax, wealth tax, duty

of customs, duty of excise, value added tax, cess and



122


In case of Holding Company’s subsidiary, VBL,

incorporated in India, in our opinion, and according

to the information and explanations given to us

and the records of the Company examined by us,

the said subsidiary is generally regular in depositing

the undisputed statutory dues, in respect of tax

deducted at source , service tax and works contract

tax, although there have been a slight delay in a few

cases and is regular in depositing the undisputed

statutory dues, including provident fund, employees’

state insurance, income tax, sales tax, wealth tax, duty

of customs, duty of excise, value added tax, cess and



Further, according to the information and

explanations given to us and the records of the VSSL,

a subsidiary of the Holding Company incorporated in

India, examined by us and based on the reports of the

other auditors of the Holding Company’s subsidiaries

VSCL, VFCL, GML and its jointly controlled entity

VUIFL incorporated in India, the said entities are

regular in depositing the undisputed statutory dues,

including provident fund, employees’ state insurance,

income tax, sales tax, wealth tax, service tax, duty of

customs, duty of excise, value added tax, cess and



(b) According to the information and explanations

given to us and the records of the Holding Company

examined by us, there are no dues of wealth tax,

service tax, duty of customs, cess which have not been

deposited on account of any dispute. The particulars

of dues of income tax, sales tax, value added tax

and duty of excise, as at March 31, 2015 which have

not been deposited on account of a dispute, are

as follows:

Name ofthe Company

Relationship Name of the statute

Nature of dues

Amount (Rs. in Million)

Period to which the amount relates

Forum where the dispute is pending

VISA Steel Limited Holding

Company

Income Tax Act,

1961

Income Tax 28.13 Assessment Year

2006-07

The Commissioner of Income Tax

Appeals, Bhubaneswar, Orissa


Company

Central Sales Tax

Act, 1956

Sales Tax 111.81 Financial Year

1999-2000

Sales Tax Tribunal, Orissa,

Appeal


Company

Orissa Sales Tax.

Act 1947

Sales Tax 0.07 Financial Year

2004-05

The Asst. Commissioner of

Sales Tax (Appeals), Jajpur

Range, Jajpur Road, Orissa


Company

West Bengal Value

Added Tax, 2003

Value

Added Tax

43.00 Financial Year

2006-07

The Commissioner of

Commercial Taxes, West Bengal


Company

Central Excise Act,

1944

Excise Duty 10.95 Financial Year

2008-09 to 2010-11

Central Excise Service Tax

Appellate Tribunal

In case of GML, VFCL, subsidiaries of the Holding Company

and VUIFL, jointly controlled entity of the Holding

Company incorporated in India, audited by other firms of

chartered accountants, who vide their reports dated May

28, 2015, May 29, 2015 and May 29, 2015 respectively,

have reported as follows:

“According to the information and explanations given to

us and the records of the Company examined by us, there

are no dues of income-tax, sales-tax, wealth-tax, service-

tax, customs duty, and excise duty which have not been

deposited on account of any dispute.”

According to the information and explanations given to us

and the records of VBL and VSSL, subsidiaries of the Holding

Company incorporated in India, examined by us and based on

the reports of the other auditors of VSCL, a subsidiary of the

Holding Company incorporated in India, there are no dues of

income tax, sales tax, wealth tax, service tax, duty of customs,

duty of excise, value added tax or cess which have not been

deposited on account of any dispute as at March 31, 2015.

(c) The amount required to be transferred to Investor

Education and Protection Fund by the Holding

Company has been transferred within the stipulated

time in accordance with the provisions of the

Companies Act, 1956 and the rules made thereunder.

There are no amounts required to be transferred by the

Holding Company’s subsidiaries and the jointly controlled

entity incorporated in India to the Investor Education

and Protection Fund in accordance with the provisions of

the Companies Act, 1956 and the rules made thereunder.

viii. The Holding Company has accumulated losses exceeding

fifty percent of its net worth as at March 31, 2015 and it has

also incurred cash losses during the financial year ended on

that date and in the immediately preceding financial year.


123


In case of VBL, a subsidiary company incorporated in India,

audited by us, the accumulated losses of the Company did

not exceed fifty percent of its net worth as at March 31,

2015 and it has incurred cash losses in the financial year

ended on that date and not in the immediately preceding

financial year.

In case of GML, a subsidiary of the Holding company

incorporated in India, audited by another firm of chartered

accountants, who vide their report dated May 28, 2015 has

reported as follows:

“The Company has no accumulated losses at the end of

the financial year and it has not incurred cash losses in the

current financial year and in the immediately preceding

financial year.”

As VSSL, VSCL and VFCL subsidiaries of the Holding

Company and VUIFL, the jointly controlled entity,

incorporated in India, were registered for a period of less

than five years, the provisions of Clause 3( viii) of the Order

are not applicable to such entities.

ix. According to the records of the Holding Company and

VBL, one of its subsidiaries incorporated in India, examined

by us and the information and explanations given to us ,

except for dues to financial institutions and banks for the

period as specified under Note 5B.iv to the consolidated

financial statements aggregating Rs. 2570.61 Million the

Holding Company and the aforesaid subsidiary Company

have not defaulted in repayment of dues to any financial

institution or bank or debenture holders as at the balance

sheet date.



chartered accountants, who vide their report dated May

26, 2015 has reported as follows:

“Based on our audit procedures and as per the information

and explanations given by the management, we are

of the opinion that the Company has not defaulted in

repayment of dues to banks. The Company did not have

any outstanding dues to financial institutions or debenture

holders during the year.”

As the Holding Company’s subsidiaries, VSSL, GML, VFCL

and the jointly controlled entity VUIFL, incorporated in

India do not have any borrowings from any financial

institution or bank nor have they issued any debentures as

at the balance sheet date, the provisions of Clause 3(ix) of

the Order are not applicable to such entities.

x. After considering elimination of intra group balances

and transactions in our opinion, and according to the

information and explanations given to us and based on the

reports of the other auditors furnished to us, the Holding

Company, its subsidiaries and its jointly controlled entity

incorporated in India have not given any guarantee for

loans taken by others from banks or financial institutions

during the year. Accordingly, the provisions of Clause 3(x)

of the Order are not applicable to the aforesaid Holding

Company, its subsidiaries and its jointly controlled entity.

xi. In our opinion, and according to the information and

explanations given to us, the term loans obtained by the

Holding Company and its subsidiary VBL incorporated in

India have been applied for the purposes for which they

were obtained.



chartered accountants, who vide their report dated May

26, 2015 has reported as follows:

“The Company did not have any term loans outstanding

during the year.”

The Holding Company’s subsidiaries VSSL, GML, VFCL and

jointly controlled entity VUIFL incorporated in India, have

not raised any term loans. Accordingly, the provisions of

Clause 3(xi) of the Order are not applicable to the aforesaid

subsidiaries and the jointly controlled entity.

xii. During the course of our examination of the books and

records of the Holding Company and its subsidiaries, VBL

and VSSL incorporated in India, carried out in accordance

with the generally accepted auditing practices in India

and according to the information and explanations given

to us and based on the reports of the other auditors, we/

the other auditors have neither come across any instance

of material fraud on or by the Holding Company, its

subsidiaries and its jointly controlled entity incorporated

in India noticed or reported during the year, nor have we/

the other auditors been informed of any such case by

the respective Managements of the aforesaid Holding

Company, its subsidiaries and its jointly controlled entity.

In case of Kalinganagar Special Steel Private Limited and

Kalinganagar Chrome Private Limited, subsidiaries of the

Holding Company incorporated in India, the provisions

of Clauses (i) to (xii) of the Order are not applicable, as

reported by their respective auditors vide reports dated

May 29, 2015 and May 28, 2015.




Pradip LawPlace: Kolkata Partner

Date: 29 May 2015 Membership Number 51790


124


NoteAs at

31 March 2015 As at

31 March 2014 I. EQUITY AND LIABILITIES

Shareholders’ FundsShare Capital 3 1,100.00 1,100.00

Reserves and Surplus 4 (3,147.70) (369.66)

(2,047.70) 730.34

Minority Interest 1,032.45 1,346.60

Non-current LiabilitiesLong-term Borrowings 5 24,879.66 23,686.29

Deferred Tax Liabilities (Net) 6 1.08 10.17

Other Long-term Liabilities 7 17.76 13.16

Long-term Provisions 8 16.93 13.36

24,915.43 23,722.98

Current LiabilitiesShort-term Borrowings 9 6,308.14 3,657.32

Trade Payables 10 3,206.52 5,544.71

Other Current Liabilities 11 6,131.35 4,818.32

Short-term Provisions 12 36.03 28.25

15,682.04 14,048.60

Total 39,582.22 39,848.52 II. ASSETS

Non-current AssetsFixed Assets

Tangible Assets 13 A 30,355.76 11,709.34

Intangible Assets 13 B 5.29 9.56

Capital Work-in-progress 13 C 3,496.80 20,329.32

33,857.85 32,048.22

Non-current Investment 14 0.10 0.10

Long-term Loans and Advances 15 969.14 1,000.20

Other Non-current Assets 16 19.58 66.20

34,846.67 33,114.72

Current AssetsInventories 17 2,741.23 3,069.21

Trade Receivables 18 582.39 917.61

Cash and Bank Balances 19 193.49 1,189.21

Short-term Loans and Advances 20 1,109.63 1,353.15

Other Current Assets 21 108.81 204.62

4,735.55 6,733.80

Total 39,582.22 39,848.52

Consolidated Balance Sheet as at 31 March 2015

This is the Consolidated Balance Sheet The accompanying notes form an







Place: Kolkata

Date: 29 May 2015


125


Consolidated Statement of Profit and Loss for the year ended 31 March 2015

This is the Consolidated Statement of The accompanying notes form an

Profit and Loss referred to in our report integral part of these Financial Statements.

of even date.






Place: Kolkata

Date: 29 May 2015

Note Year ended

31 March 2015 Year ended

31 March 2014 INCOME

Revenue from Operations (Gross) 24 13,638.03 15,450.03

Less: Excise duty 835.29 900.67

Revenue from operations (Net) 12,802.74 14,549.36

Other income 25 148.70 136.02

I. Total Revenue 12,951.44 14,685.38 EXPENSESCost of Materials Consumed 26 9,578.81 10,565.69

Purchases of Stock-in-Trade 27 583.19 818.00

Changes In Inventories of Finished Goods, Stock-In-Trade and

Work-in- Progress 28A (140.83) (171.56)

Change in Job-in-Progress 28B - 15.13

Employee Benefits Expense 29 468.18 379.02

Finance Costs 30 2,293.60 1,625.60

Depreciation and Amortization Expense 31 767.30 747.77

Other Expenses 32 2,154.50 1,831.90

II. Total Expenses 15,704.75 15,811.55 III. Loss before Exceptional and Extraordinary Items and Tax (2,753.31) (1,126.17)IV. Exceptional items 33 (240.38) (339.23)

V. Loss before Extraordinary Items, Tax and Minority Interest (2,993.69) (1,465.40)VI. Extraordinary items 35 27.43 (34.92)

VII. Loss before Tax and Minority Interest (2,966.26) (1,500.32)VIII. Tax Expense

Current tax 7.44 6.35

MAT credit entitlement 38.68 (6.35)

Net current tax 46.12 -

Deferred taxes 14.06 (64.73)

IX. Loss for the period after Tax before Minority Interest (3,026.44) (1,435.59)X. Minority Interest (297.34) 42.69 XI. Loss for the period (2,729.10) (1,478.28)XII. Earning per Equity Share (Nominal Value per Share of Rs. 10 each) 34

Basic (24.81) (13.44)

Diluted (24.81) (13.44)


126


As at 31 March 2015

As at 31 March 2014

A. CASH FLOW FROM OPERATING ACTIVITIES Loss before Extraordinary Items and Tax (2,993.69) (1,465.40)

Adjusted for:

Depreciation and Amortization 767.30 747.77

Finance Cost 2,293.60 1,625.60

Interest Income (129.32) (129.70)

Bad Debts Written Off - 13.82

Provision for Bad and Doubtful Debts 54.98 -

Provision for Doubtful Advances 144.56 21.31

Liabilities no longer required written back (7.74) (100.36)

Provision no longer required written back (18.20) (12.39)

Exceptional Item 240.38 -

(Profit) / Loss on sale of Fixed Assets 1.17 1.08

Unrealised Forex Loss / (Gain) [Net] 9.57 (19.34)

Operating (Loss) / Profit before working capital changes 362.61 682.39 Adjustments for changes in working capital

(Increase) / Decrease in Trade and Other Receivables 242.75 (358.83)

(Increase) / Decrease in Long Term Loans and advances 154.20 -

(Increase) / Decrease in Short Term Loans and advances (23.07) -

(Increase) / Decrease in Other Current Assets 5.74 -

(Increase) / Decrease in Other Non Current Assets 1.24 -

Increase/(Decrease) in Other Long Term Liabilities 1.29 -

Increase/(Decrease) in Long Term Provisions 1.28 -

Increase / (Decrease) in other liabilities and provisions 436.39 -

(Increase) / Decrease in Inventories 94.70 (1,577.91)

Increase / (Decrease) in Trade and Other Payables (3,459.69) 2,608.66

Cash generated from / (used in) Operations (2,182.56) 1,354.31 Direct Taxes paid (9.39) (56.54)

Net Cash from / (used in) Operating Activities before extraordinary items (2,191.95) 1,297.77 Extraordinary Items - Loss on account of cyclone at plant (Note 35) - (34.92)

Extraordinary Items - Insurance claim received against loss on account of

cyclone at plant (Note 35) 27.43 -

Net Cash from / (used in) Operating Activities (2,164.52) 1,262.85 B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets / Capital Work in Progress (571.86) (1,488.32)

(Increase) / Decrease in Capital Advances 4.65 16.25

Proceeds from Sale of Fixed Assets (0.80) 0.35

Purchase of Non current Investments - (0.10)

Investments in Bank Deposits (having original maturity of more than three months) 59.86 -

(Placement in) / Release of Margin Money 110.51 (172.54)

Interest received 137.33 150.45

Net cash from / (used in) Investing Activities (260.31) (1,493.91)

Consolidated Cash Flow Statement for the year ended 31 March 2015


127


Consolidated Cash Flow Statement for the year ended 31 March 2015


As at 31 March 2015

As at 31 March 2014

C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Long Term Borrowings 3,269.67 374.30

Repayment of Long Term Borrowings (339.00) (597.83)

(Repayment) / Proceeds of Short Term Borrowings 2,650.79 2,717.88

Payment out of Earmarked Accounts - (0.32)

Proceeds from increase in Preference Share capital 4.55 -

Finance Cost paid (4,014.64) (1,649.83)

Net Cash from Financing Activities 1,571.37 844.20 Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) (853.46) 613.14

D. CASH AND CASH EQUIVALENTS Net Increase / (Decrease) in Cash and Cash Equivalents (853.46) 613.14

Cash and Cash Equivalents as on 1 April 859.53 246.39


Notes:

(a) Cash and cash equivalents consist of cash on hand and balance with banks and deposits with banks.

As at 31 March 2015

As at 31 March 2014

Balance with Banks in Current Accounts 4.21 71.23

Demand Deposits with maturity less than 3 months 0.87 787.53

Cheque - In - Hand 0.02 -


Share of Joint Venture [Refer Note 2.2] 0.24 0.05


(b) The above Consolidated Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting

Standard on ‘Cash Flow Statements (AS-3)’ issued by Institute of Chartered Accountants of India.

(c) Finance Costs includes borrowing cost capitalized.

(d) Refer Note 42.

This is the Consolidated Cash Flow The accompanying notes form an

Statement referred to in our report of integral part of these Financial Statements.

even date.






Place: Kolkata

Date: 29 May 2015

Notes to Consolidated Financial Statements


128


1. GENERAL INFORMATION VISA Steel Limited VISA Steel Limited (VSL or the Parent Company) is engaged in the manufacturing of Iron and Steel products Pig Iron, Sponge Iron,

Special Steel and High Carbon Ferro Chrome with captive power plant at Kalinganagar, Odisha. Incorporated on 10 September,

1996, VSL has its registered office at Bhubaneswar and Corporate Office in Kolkata with manufacturing units in Kalinganagar

and Golagaon and branch offices across India. VSL is a Public Limited Company with its shares listed on BSE Limited (BSE) and

National Stock Exchange of India Limited (NSE).

VISA Steel Limited holds 65% stake in VISA BAO Limited which is setting up a 100,000 MTPA Ferro Chrome Plant in Kalinganagar,

Jajpur Road, Odisha. BAOSTEEL Resources Co Ltd, China, which is one of the leading Steel companies in the world, holds the

balance 35% stake.

VISA Steel Limited holds 89% stake in Ghotaringa Minerals Limited which is in the process of developing a chrome ore deposit in

Dhenkanal district of Odisha and balance11% is held by M/s Orissa Industries Limited, Odisha.

VISA Steel Limited holds 51% stake in VISA SunCoke Limited (VSCL) which has been incorporated on 27 July 2012 with the

objective to manufacture and deal in Coal, Coke and related products. Balance stake of 49% in VSCL is held by SunCoke Europe

Holding B.V., a wholly owned subsidiary of SunCoke Energy Inc. USA.

VISA Steel Limited holds 100% stake in Kalinganagar Special Steel Private Limited (KSSPL) which has been incorporated on 27

May 2013 to deal with the Special Steel business. KSSPL holds 100% stake in its subsidiary, VISA Ferro Chrome Limited, which

holds 100% stake in VISA Special Steel Limited.

VISA Steel Limited holds 100% stake in Kalinganagar Chrome Private Limited (KCPL) which has been incorporated on 1 July 2013

to deal in Ferro Chrome business.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis of Preparation These Consolidated Financial Statements have been prepared in accordance with the generally accepted accounting

principles in India under the historical cost convention on accrual basis. Pursuant to Section 133 of the Companies Act,

2013 read with rules 7 of the Companies (Accounts) Rules, 2014, till the Standards of Accounting or any addendum thereto

are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority,

the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently these

Financial Statements have been prepared to comply in all material aspects with the accounting standards notified under

section 211(3C) [Companies (Accounting Standards) Rules 2006, as amended] and the other relevant provisions of the

Companies Act, 2013.

All assets and liabilities have been classified as current or non-current as per the Group’s operating cycle and other criteria set

out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition

of assets for the processing and their realisation in cash and cash equivalents, the Group has ascertained its operating cycle

as 12 months for the purpose of current / non-current classification of assets and liabilities.

2.2 Basis of Consolidation The Consolidated Financial Statements comprises the financial statements of VISA Steel Limited (the Parent Company)

and its subsidiaries and joint venture. The Consolidated financial statements are prepared in accordance with Accounting

Standard 21 on “Consolidated Financial Statements” and Accounting Standard 27 on “Financial Reporting of Interests in

Joint Ventures”.

The Consolidated Financial Statements are prepared on the following basis:

(i) The financial statements of the Parent Company and its subsidiary companies have been combined on a line by line

basis by adding together like items of assets, liabilities, income and expenses. The intra-group balances, intra-group

transactions and unrealised profit or losses thereon have been fully eliminated.



129


(ii) The consolidated financial statements are prepared by adopting uniform accounting policies for like transactions and

other events in similar circumstances in all material respect and are presented to the extent possible, in the same

manner as the Parent Company’s separate financial statements.

(iii) The financial statements of the subsidiaries and joint venture used in the consolidation are drawn up to the same

reporting date as that of the Parent Company.

(iv) The excess of cost to the Parent Company of its investment in the subsidiaries over the Parents portion of equity of the

subsidiaries at the date of acquisition is recognised as “Goodwill”.

(v) Minority interest in the consolidated financial statements is identified and recognised after taking into consideration :

The amount of equity attributable to minorities at the date on which investments in a subsidiary is made.

The minorities’ share of movement in equity since the date parent - subsidiary relationship came into existence.

Adjustment of the losses attributable to the minorities against the minority interest in the equity of the

subsidiaries and thereafter adjustment of the excess of loss, if any, over the minority interest in the equity is

made against the majority interest.

(vi) Investment in Joint Venture (i.e., jointly controlled entity) is accounted for using the proportionate consolidation

method whereby a venturer’s share of each of the assets, liabilities, income and expenses of the jointly controlled

entity is reported as separate line items in the financial statements.

vii) The subsidiary companies and joint venture considered in the Consolidated financial statements are:

Country of Incorporation

Proportion of ownership interest

as at 31 March 2015 [Including Beneficial

Interest]

Proportion of ownership interest as at

31 March 2014 [Including Beneficial

Interest]Subsidiaries considered for consolidation:VISA BAO Limited India 65% 65%

Ghotaringa Minerals Limited India 89% 89%

VISA SunCoke Limited India 51% 51%

VISA Special Steel Limited India @ 100% @ 100%

VISA Ferro Chrome Limited India @ 100% @ 100%

Kalinganagar Special Steel Private Limited India 100% 100%

Kalinganagar Chrome Private Limited India 100% 100%

Joint Venture considered for consolidation:

VISA Urban Infra Limited India 26% 26%

@ represents step-down subsidiary

2.3 Fixed Assets (a) Tangible Assets (i) Tangible Assets are stated at cost net of accumulated depreciation and accumulated impairment losses if any. Cost

comprises cost of acquisition, construction and subsequent improvements thereto including taxes and duties (net of

credits and draw backs), freight and other incidental expenses related to acquisition and installation.

(ii) Subsequent expenditure related to an item of fixed asset are added to its book value only if they increase the future

benefits from the existing asset beyond its previously assessed standard of performance.

(iii) Losses arising from the retirement of, and gains or losses arising from disposal of tangible assets which are carried at

cost are recognised in the Statement of Profit and Loss.



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(b) Intangible Assets Intangible Assets are stated at cost net of accumulated amortisation and accumulated impairment losses, if any. Cost

comprises cost of acquisition, installation and subsequent improvements thereto including taxes and duties (net of

credits and drawbacks, if any).

(c) Capital Work-in-Progress Capital Work-in-Progress is stated at cost and is inclusive of pre-operative expenses, project development expenses etc.

(d) Depreciation and Amortisation Depreciation including amortization on tangible assets, where applicable is provided on pro-rata basis under Straight

Line Method (SLM) over the estimated useful lives of the assets as specified in Schedule II to the Companies Act, 2013

(‘the Act’), for all the assets of the Group other than those mentioned below:

Assets of the Parent Company Leasehold assets (Buildings and Plant and Machinery) which are jointly held are amortized over the period of lease i.e,

10 years, being lower than the useful lives specified in Schedule II to the Act for similar assets.

Furnace refractory are depreciated over useful life of 5-6 years based on technical assessment done by the

Company.

Assets of the Subsidiaries VISA Suncoke Limited(VSCL) has determined the useful lives of its tangible assets on the basis of estimation performed

by the management.The useful lives determined for the tangible assets have been mentioned below:

Class of Assets Useful Lives estimated by the management (Years)Factory Buildings 30

Non-factory Buildings 60

Plant and Equipments 4 to 25

Computer and Data Processing Equipments 3 to 6

Furnitures and Fixtures 10

Vehicles 8

Office Equipments 5

The useful life of coke oven door has been considered as 4-5 years due to shorter life on account of cracks and warping

of cast iron door body.

(ii) Leasehold land is amortized over the period of lease. No depreciation is provided for freehold land.

(iii) Amortisation of Intangible Assets is done over its useful life of three years under SLM.

2.4 Impairment Loss An impairment loss, if any, is recognised wherever the carrying amount of the fixed assets exceeds the recoverable amount

i.e. the higher of the assets’ net selling price and value in use.

2.5 Borrowing Cost Borrowing costs attributable to acquisition and / or construction of qualifying assets are capitalised as a part of the cost of

such assets up to the date when such assets are ready for its intended use. Other borrowing costs are charged to Statement

of Profit and Loss.



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2.6 Investments Investments of long term nature are stated at cost, less adjustment for diminution, other than temporary, in the carrying

amounts thereof.

2.7 Inventories Inventories are stated at cost (net of CENVAT credit) or net realisable value, whichever is lower. Cost is determined on

weighted average basis and comprises expenditure incurred in the normal course of business in bringing such inventories

to their present location and condition and includes, where applicable appropriate overheads. Obsolete, slow moving and

defective inventories are identified at the time of physical verification and where necessary, provision is made for such

inventories.

2.8 Revenue Recognition (i) Sale of Goods: Sales are recognised when the substantial risks and reward of ownership in the goods are transferred

to the buyer as per the terms of the contract and are recognised net of trade discounts, rebates, sales taxes, VAT but

including excise duties.

(ii) Sale of Services : Sales are recognised upon the rendering of services and are recognised net of sevice tax.

(iii) Other items are recognised on accrual basis.

2.9 Other Income (i) Interest: Interest Income is generally recognised on a time proportion basis taking into account the amount

outstanding and the rate applicable, when there is reasonable certainty as to realisation.

(ii) Dividend: Dividend income is recognised when the right to receive dividend is established.

(iii) All Other items are recognised on accrual basis.

2.10 Transactions in Foreign Currencies (i) Initial Recognition On initial recognition, all foreign currency transactions are recorded at exchange rates prevailing on the date of the

transaction.

(ii) Subsequent Recognition At the reporting date, foreign currency non-monetary items carried in terms of historical cost are reported using the

exchange rate at the date of transactions.

All monetary assets and liabilities in foreign currency are re-instated at the end of accounting period at the closing

exchange rate. With respect to long-term foreign currency monetary items, from 1 April 2011 onwards, the Group has

adopted the following policy:

(a) Foreign exchange difference on account of a depreciable asset, is adjusted in the cost of depreciable asset,

which would be depreciated over the balance life of the asset.

(b) In other cases, the foreign exchange difference is accumulated in a Foreign Currency Monetary Item Translation

Difference Account, and amortised over the balance period of such long term asset / liability.

Exchange differences on re-instatement of all other monetary items are recognised in the Statement of Profit

and Loss.



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(iii) Forward Exchange Contracts The premium or discount arising at the inception of forward exchange contracts entered into to hedge an existing

asset/liability, is amortised as expense or income over the life of the contract. Exchange differences on such a contract

are recognised in the Statement of Profit and Loss in the reporting period in which the exchange rates change. Any

profit or loss arising on cancellation or renewal of such a forward exchange contract are recognised as income or as

expense for the period.

2.11 Employee Benefits (i) Short-term Employee Benefits The undiscounted amount of Short-term Employee Benefits expected to be paid in exchange for the services rendered

by employees is recognised during the period when the employee renders the service.

(ii) Post Employment Benefit Plans Contributions under Defined Contribution Plans payable in keeping with the related schemes are recognised as

expenses for the year.

For Defined Benefit Plans, the cost of providing benefits is determined using the Projected Unit Credit Method (PUCM),

with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in

full in the Statement of Profit and Loss for the period in which they occur. Past service cost is recognised immediately

to the extent that the benefits are already vested, and otherwise is amortised on a straight-line basis over the average

period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents

the present value of the defined benefit obligation as adjusted for unrecognised past service cost, and as reduced by

the fair value of plan assets where such plans are funded. Measurement of any assets resulting from this calculation is

limited to the present value of economic benefits available in the form of refunds from the plan or reductions in future

contributions to the plan.

(iii) Other Long-term Employee Benefits (Unfunded) The cost of providing long-term employee benefits is determined using PUCM with actuarial valuation being carried

out at each Balance Sheet date. Actuarial gains and losses and past service cost are recognised immediately in the

Statement of Profit and Loss for the period in which they occur. Other long term employee benefit obligation recognised

in the Balance Sheet represents the present value of related obligation.

2.12 Accounting for Taxes on Income Current Tax in respect of taxable income is provided for the year based on applicable tax rates and laws. Deferred tax is

recognised subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the

difference between taxable income and accounting income that originate in one period and are capable of reversal in one

or more subsequent periods and is measured using tax rates and laws that have been enacted or substantively enacted by

the Balance Sheet date. Deferred tax assets are reviewed at each Balance Sheet date to re-assess realisation.

Current tax assets and current tax liabilities are offset when there is legally enforceable right to set off the recognised

amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred

tax liabilities are offset when there is a legally enforceable right to set off assets and liabilities representing current tax

and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing

taxation laws.

Minimum Alternative Tax Credit is recognised as an asset only when and to the extent there is convincing evidence that the

Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the

carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect

that the Company will pay normal income tax during the specified period.



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2.13 Provisions and Contingent Liabilities Provisions are recognised when there is a present obligation as a result of a past event and it is probable that an outflow

of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of

the amount of the obligation. Provisions are measured at the best estimate of the amount required to settle the present

obligation at the Balance sheet date and are not discounted to its present value.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be

confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of

the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources

will be required to settle or a reliable estimate of the amount cannot be made.

2.14 Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as

operating leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line

basis over the period of the lease.

2.15 Segment Reporting The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted for the

Company. Further, inter-segment revenues are accounted for based on prices normally negotiated between the segments

with reference to the costs, market prices and business risks, within an overall optimisation objective for the Company.

Revenue and expenses are identified with segments on the basis of their relationship to the operating activities of the

segment. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments on a reasonable

basis have been included under “Corporate-Unallocated/Others(Net)”.

2.16 Cash and Cash Equivalents In the Cash Flow Statement, cash and cash equivalents includes cash in hand, demand deposits with banks, other short-term

highly liquid investments with original maturities of three months or less.

2.17 Earnings per Share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders

by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the

Company’s earnings per share is the net profit for the period. The weighted average number of equity shares outstanding

during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of

potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in

resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity

shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all

dilutive potential equity shares.



134


As at 31 March 2015

As at 31 March 2014

3 SHARE CAPITALAuthorised 160,000,000 (31 March 2014 : 160,000,000) Equity Shares of Rs. 10/- each 1,600.00 1,600.00

Issued, Subscribed and Paid-up110,000,000 Equity Shares (31 March 2014 : 110,000,000) of Rs. 10/- each fully

paid up 1,100.00 1,100.00

As at 31 March 2015

As at 31 March 2014

4 RESERVES AND SURPLUSCapital Reserve 11.19 11.19

Securities Premium Reserve 2,552.80 2,552.80

General Reserve [Refer (a) below]Balance as at the beginning of the year 91.76 91.76

Adjustment on account of revision in useful life of fixed asset [Refer Note 13 D] (31.44) -

Balance as at the end of the year 60.32 91.76 (Deficit) in the Statement of Profit and Loss Balance as at the beginning of the year (3,025.42) (1,547.14)

Adjustment on account of revision in useful life of fixed asset [Refer Note 13 D] (17.50) -

Net Loss after Tax transferred from Statement of Profit and Loss (2,729.10) (1,478.28)

Balance as at the end of the year (5,772.01) (3,025.42)Total (3,147.70) (369.66)

(a) Represents free reserve not held for any specific purpose



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A. DEBT RESTRUCTURING In respect of Parent Company (the Company) The parent company was referred to the Corporate Restructuring Forum (CDR), a non statutory voluntary mechanism set up

under the aegis of the Reserve Bank of India, for the restructuring of its corporate debt duing the year 2012-13 w.e.f 1 March

2012 and pursuant to which the CDR package was approved vide the letter of approval of CDR cell dated 27 September, 2012

and a Master Restructuring Agreement(MRA) dated 19 December 2012 was executed to give effect to the CDR package.The

CDR Package includes reliefs/measures such as reduction of interest rates, funding of interest, rearrangement of securities etc.

During the current year, parent company’s business re-organisation plan was referred to CDR cell by the lenders and the same has

been approved by CDR cell vide its letter dated 31st December 2014 and pursuant to this approval Common Loan Agreement

(CLA) has been executed on 28 March 2015 among the parent company, its Subsidiary company, VISA Special Steel Limited and

lenders. CLA would operate in continuation of above mentioned MRA. In terms of CLA, inter-alia, additional credit facilities have

been granted and effective 28 March 2015 parent Company’s existing Debt portfolio has been reorganised/reallocated and

secured as under :

i) Term Loans (I &II), Corporate term loans (I &II) and Fresh term loan (for sinter plant)

ii) Working capital Term loans (WCTL)

iii) Funded Interest Term Loans (FITL)

iv) Working Capital loans [Indicated in Note 9]

v) Structured Mezzanine Credit Facity [SMCF (Sub debt)]

Non-current Portion Current Maturities TotalAs at

31 March 2015

As at 31 March

2014

As at 31 March

2015

As at 31 March

2014

As at 31 March

2015

As at 31 March

20145 LONG-TERM BORROWINGS

SecuredTerm Loans(I & II), SMCF(Sub Debt),Corporate Term Loans(I & II) and Fresh Term Loan (For Sinter Plant)[Refer B(i) and B(iv) below]

From Banks 19,939.68 18,153.32 1,565.08 375.62 21,504.76 18,528.94


Working Capital Term Loans (WCTL)[Refer B(i) and B(iv) below]

From Banks 967.04 1,304.22 409.60 169.68 1,376.64 1,473.90


Funded Interest Term Loans (FITL)[Refer B(i) and B(iv) below]

From Banks 2,864.66 2,888.56 34.99 12.72 2,899.65 2,901.28

From Other Parties 118.61 122.90 - - 118.61 122.90

Equipment and Vehicle Term Loans From Banks [Refer B(ii) below] - 0.71 0.48 8.45 0.48 9.16

From Other Parties [Refer B(ii) below] 6.84 2.31 1.10 24.39 7.94 26.70

Foreign Currency Buyer's Credit from bank for capital expenditure

- 142.39 - - - 142.39

Term Loans from Other Parties 367.75 429.27 78.41 41.05 446.16 470.32

[Refer B(iii) and B (iv) below]

24,856.26 23,686.29 2,159.15 650.46 27,015.41 24,336.75 UnsecuredLoans from Related Parties 252.00 - - - 252.00 -

25,108.26 23,686.29 2,159.15 650.46 27,267.41 24,336.75 Less : Amount disclosed under the head “Other

Current Liabilities” (Refer Note 11) (228.60) - (2,159.15) (650.46) (2,387.75) (650.46)

24,879.66 23,686.29 - - 24,879.66 23,686.29



136


B. DETAILS OF SECURITIES i. Term loans (I & II), SMCF (Sub debts), Working Capital Term Loans(WCTL), Funded Interest Term Loans (FITL),

Corporate Term Loans (I & II), Fresh Term Loan (For Sinter Plant) and Working Capital facilities: :

In respect of Parent Company (the Company)

(a) First pari-passu charge by way of hypothecation of all the Company’s current assets and fixed assets (excluding land)

including movable and immovable plant and machinery, machinery spares, tools and accessories, vehicles and other

moveable assets both present and future (“Hypothecated Assets”) of the Company, save and except specific assets charged

to Banks, Financial Institutions and Non Banking Financial Companies (NBFC).

(b) First pari-passu mortgage and charge on the immovable properties of the Company situated at Kalinganagar Industrial

Complex, Jajpur, Odisha, Golagaon, Jajpur, Odisha, Raigarh, Chhattisgarh and office premises of the Company at

Bhubaneshwar, Odisha.

(c) Pledge of 51% of Promoter’s Shareholding and further Pledge up to 51% of total equity of the Company needs to be

executed by 31 March 2016.

(d) Pledge of Equity Shares equivalent to 51% of the present shareholding in Ghotaringa Minerals Limited held by the Company

and entire Equity Shares held by the Company in VISA Urban Infra Limited.

(e) Hypothecation on profits of the Company, both present and future.

(f) Lien on all Bank Accounts including the Trust and Retention Account.

(g) The Lenders of SMCF are having a second pari-passu charge on the Hypothecated assets and a second charge on the

mortgaged assets of the Company.

(h) SIDBI (exposure of Rs. 76.40 Million as on 01 March 2012 for bill discounting facility relating to working capital finance) has

a second charge on fixed assets.

Further, the above facilities are also covered by the following:

Irrevocable, unconditional personal guarantee of Mr. Vishambhar Saran, Chairman and Mr. Vishal Agarwal, Vice

Chairman and Managing Director of the Company.

Irrevocable, unconditional Corporate Guarantee of VISA Infrastructure Ltd. with negative Lien on VISA House situated

at 8/10 Alipore Road, Kolkata 700027, till the Company brings in additional equity of Rs. 1,250.00 Million over and

above of Rs. 3,250.00 Million in the Company as envisaged in the CDR package.

Irrevocable, unconditional Corporate Guarantee of VISA International Limited and Ghotaringa Minerals Limited.

In respect of Subsidiary Company, VISA BAO Limited (VBL)

The total loan of Rs. 1820.00 million (Facility) together with all interest, all fees, commitment charges, costs, charges,

expenses and other monies whatsoever stipulated in or payable under the Agreement and the other Financing Documents

is secured by:-

(a) Assignment of the right, on pari passu basis among the term lenders of the consortium, to receive the advance

(‘Advances for Infrastructure Development’ estimated at Rs. 786.00 Million as per project cost”) from VISA Steel

Ltd. under the Infrastructure Sharing Agreements between VISA Steel Ltd. & VISA BAO Ltd. for sharing the former’s

facilities by the latter, in case of termination of Infrastructure Sharing Agreements.



137


(b) A first charge on pari-passu basis to all the term lenders on all the immovable and movable assets of VBL, created/

to be created/ acquired/ to be acquired in this Project (other than those assets which has been financed by the other

lenders/financial institutions and specifically charged to them).

(c) Hypothecation of plant and machinery, miscellaneous fixed assets and all other movable fixed assets of VBL.

(d) Equitable Mortgage of 50 acres of land along with the factory building and the super structures thereof, situated at

Jakhapura Village, P.S. No, 197. Jajpur road, Jajpur, Odisha.

(e) Collateral Security in the form of second charge on all the current assets of the VBL, both present and future, ranking

pari-passu basis to all the proposed Term Lenders.

(f) Non Disposal Undertaking on 51% of shares held by the Promoters in the VBL.

ii. Equipment and Vehicle Term Loans These loans are secured by way of hypothecation of vehicles / machinery acquired under the respective loan arrangements.

iii. Term Loans from Other Parties (a) Term Loan from IL&FS Financial Services -

In respect of Parent Company These loans are secured by way of Second pari-passu charge on entire pooled assets of the Company save and except

assets charged in favour of Banks/FI/NBFC and 50 acres of land on which VISA BAO Limited is setting up a Ferro

Chrome Plant and Corporate Guarantee of VISA International Limited.

In respect of Subsidiary Company VBL The facility is secured by exclusive first charge on certain plant & equipments (valued at Rs. 36 million approximately

(b) Term Loan from HUDCO - These loans are secured by way of pari-passu First charge on all the fixed assets,

both present and future, of the Company’s plant including township being financed by HUDCO at Kalinganagar

Industrial Complex in Odisha and pari-passu second charge on the current assets of the company within the

Integrated Steel Complex including township being financed by HUDCO.

iv. Details of defaults of principal and interest:

Period and amount of continuing defaults as on 31 March 2015:

1-30 31-60 > 60 Total

Interest Principal Interest Principal Interest PrincipalInterest

(A)

Principal

(B)Term Loans 5.81 - 227.04 - 37.47 29.36 270.32 29.36

Term Loans of Subsidiary-VISA BAO Ltd. 16.58 - 31.52 - 4.27 - 52.37 -

Working Capital Term Loans 1.04 - 20.80 - 0.86 3.01 22.69 3.01

Funded Interest Term Loan 1.54 - 44.07 - 13.37 1.73 58.98 1.73

Equipment and Vehicle Term Loans - - 9.35 - 1.75 10.50 11.10 10.50

Term loans from other parties - - - - - - - -

Working Capital Loan - 1,750.68 21.18 191.98 4.58 142.12 25.76 2,084.78

Total 24.98 1,750.68 353.95 191.98 62.30 186.72 441.22 2,129.38

Grand Total [(A)+(B)] 2570.61

v. Conversion Right In terms of MRA/CLA as mentioned under item ‘A’ above the lenders of parent Company have right to convert at their

option the entire/part of the defaulted amount of interest and principal as set out under item ‘iv’ above pertaining to parent

company, into fully paid up equity shares of the Company at a pricing to be determined as per the SEBI Regulation, on the

date, as may be opted for conversion.



138


As at 31 March 2015

As at 31 March 2014

6 DEFERRED TAX LIABILITIES (NET)The major components of the deferred tax Liabilities/(Assets) based on the tax

effects of timing differences are as follows:

Deferred Tax LiabilitiesDepreciation as per tax law and books # 2532.51 1,516.77

(A) 2,532.51 1,516.77 Deferred Tax AssetsUnabsorbed Tax Depreciation (2,233.55) (1,303.17)

Unabsorbed Business Loss Carried Forward (158.32) (126.75)

Provision for doubtful debts and advances (123.85) (62.69)

Disallowances allowable for tax purpose on payment (15.69) (13.95)

Others (0.02) (0.04)

(B) (2,531.43) (1,506.60)Deferred Tax Liabilities (Net) (A + B) 1.08 10.17 # After considering adjustments against General Reserve pursuant to revision of useful lives of certain tangible assets

Rs. 24.23 Million (31 March 2014: Rs. Nil)[Refer Note 13 (D)].

As a matter of prudence, deferred tax assets have been recognised only to the extent of the deferred tax liability.

As at 31 March 2015

As at 31 March 2014

7 OTHER LONG-TERM LIABILITIESLiability on Lease Equalisation 0.12 0.07

Add - Share of Joint Venture [Refer Note 2.2] 17.64 13.09

17.76 13.16

As at 31 March 2015

As at 31 March 2014

8 LONG-TERM PROVISIONSProvision for Employee Benefits 16.93 13.36

16.93 13.36

As at 31 March 2015

As at 31 March 2014

9 SHORT-TERM BORROWINGSSecured

Loans Repayable on Demand

Working Capital Loans

From Banks [Refer (a) below] 5,613.84 3,032.03

Buyers' Credit (In Foreign Currency) 435.23 -

From Other Parties [Refer (a) below] 125.50 24.32

Other Working Capital Loan

From Other Parties [Refer (b) below] 69.48 62.86

Unsecured

Working Capital Facilities [Refer (c) below] 64.09 538.11

6,308.14 3,657.32



139


(a) For details of securities of Working Capital loan of Parent Company, refer Note 5 B (i).

Cash Credit and working capital facilities from banks of Subsidiary Company, VSCL are secured by hypothecation/first

charge on all currents assets, present and future, of the Company on pari-passu basis. Further such facilities from banks

are also secured by first charge on the entire fixed assets, present and future, of the company, by way of hypothecation of

movable assets and equitable mortgage of immovable properties ranking pari passu between lending banks. The Creation

of Collateral Security is pending due to non-receipt No Objection Certificate (NOC) from Odisha Industrial Infrastructure

Development Corporation (IDCO) for 25 acres of land taken on lease.

(b) Short term borrowing of Parent Company from Small Industries Development Bank of India (SIDBI) is the amount

outstanding as on Balance Sheet date against the limit of Rs. 76.40 Million (31 March 2014 : Rs. 76.40 Million) under the

MSMED Receivable Finance Scheme sanctioned by SIDBI covering the sale of goods / services made by SME / eligible

service sector and transport services.

(c) Working capital facilities of Rs. 640.92 Million in VSCL has been guaranteed by the corporate guarantee of SunCoke Energy

Inc., the holding company of SunCoke Europe Holdings B.V., an enterprise having significant influence over VSCL.

As at 31 March 2015

As at 31 March 2014

10 TRADE PAYABLESDue to Micro and Small Enterprises 150.74 45.00

Due to other than Micro and Small Enterprises 3,055.78 5,499.71

3,206.52 5,544.71

As at 31 March 2015

As at 31 March 2014

11 OTHER CURRENT LIABILITIESCurrent maturities of Long Term Debt (Refer Note 5) 2,387.75 650.46

Interest accrued and due on borrowings 58.79 265.74

Interest accrued but not due on borrowings 617.75 13.42

Employee related liabilities 216.04 160.88

Statutory liabilities (includes Provident Fund, Tax Deducted at Source etc.) 235.58 92.43

Unclaimed Dividend [Refer (a) below] 0.99 0.99

Advances from Customers 88.90 142.41

Advance from Fellow Subsidiary 1,896.52 2,811.85

Capital Creditors 409.40 436.91

Forward Contract Payable 14.10 -

Other liabilities 205.52 243.22


6,131.35 4,818.32

(a) There are no amount due for payment to the Investor Education and Protection Fund.

As at 31 March 2015

As at 31 March 2014

12 SHORT-TERM PROVISIONSProvision for Employee Benefits 36.03 28.25

36.03 28.25



140


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141


13D REVISION IN USEFUL LIVES OF TANGIBLE ASSETS

Effective 1 April 2014 the Group has charged depreciation in keeping with the requirements of Schedule II to the Companies Act,

2013 (the ‘Act’) and as a result of which the estimated useful lives of certain tangible assets have been revised. Pursuant to the

transitional provision set out in the said Schedule II, the carrying amount (after retaining the residual values) aggregating Rs. 88.88

Million relating to tangible assets of the Group other than of one of its subsidiary VISA BAO Ltd. (VBL), where the revised useful lives

are nil as on 1st April 2014, has been adjusted against Retained Earnings(General Reserves/ (Deficit) / Surplus in the Statement

of Profit and Loss). Tangible Assets of VBL whose useful lives are nil as on 1 April 2014, amounting Rs. 0.28 million has been

charged in the Statement of Profit and Loss. On Consolidation Rs. 67.62 Million and Rs. 21.27 Million has been debited to Retained

Earnings(General Reserves/ (Deficit) / Surplus in the Statement of Profit and Loss) and minority interest respectively.Further,

corresponding tax impact on such adjustment amounting to Rs. 18.69 Million and Rs. 4.45 Million has been credited to the respective

accounts of Retained Earnings(General Reserves/ (Deficit) / Surplus in the Statement of Profit and Loss) and minority interest.

Cosequent to the above, the total depreciation charge for the year ended 31 March 2015 is lower by Rs. 121.95 Million compared

to correspoding previous year with corresponding impact on the loss from ordinary activities of the Group.

As at 31 March 2015

As at 31 March 2014

14 NON - CURRENT INVESTMENTSNational Savings Certificate 0.10 0.10

0.10 0.10

As at 31 March 2015

As at 31 March 2014

15 LONG-TERM LOANS AND ADVANCESUnsecured, considered good

Capital Advance 94.45 98.63

Security Deposits 221.10 220.71

Loans & Advances to related parties

Security Deposit with Ultimate Holding Company: VISA Infrastructure Limited 294.00 294.00

Security Deposit with Enterprise having significant influence:

VISA International Limited 8.00 8.00

Balances with Government Authorities 36.66 41.21

Prepaid Expenses 1.46 1.19

Advance Payment of Income Tax [Net of Provision for Income Tax Rs. 39.93

Million (31 March 2014 : Rs. 21.25 Million) & Provision for FBT Rs. 0.10 Million FBT

(31 March 2014 : Rs. 0.10 Million)]

36.82 22.60

MAT Credit Entitlement 274.70 313.39

Other Long Term Advances 0.47 0.47

Add - Share of Joint Venture [Refer Note 2.2] 1.48 -

969.14 1,000.20

As at 31 March 2015

As at 31 March 2014

16 OTHER NON-CURRENT ASSETSMargin Money with maturity more than 12 months 7.32 36.14

Advance Income Tax / TDS (Net of Provision for Tax) - 17.91

Interest Accrued on Investments 0.02 0.01

Non-Current Bank Balances 0.12 -

Gratuity 0.19 0.21

Unamortised Expenses - Prospecting Licence 11.93 11.93

19.58 66.20



142


As at 31 March 2015

As at 31 March 2014

17 INVENTORIES(Refer Note 2.7)

Raw Materials [Refer (a) below] 1,734.19 2,067.90

Work-In-Progress 67.28 114.21

Finished Goods 517.38 394.08

Stock-in-Trade 35.27 -

Traded Goods 11.05 -

Stores and Spares parts 302.13 335.69


2,741.23 3,069.21

(a) Raw Materials includes goods in transit Rs. Nil (31 March 2014 : 36.97 Million)

As at 31 March 2015

As at 31 March 2014

18 TRADE RECEIVABLESUnsecuredOutstanding for a period exceeding six months from the date they

became due for payment:



Other Debts

Considered Good [Refer (a) below] 361.86 704.68

789.00 1,070.32

Less: Provision for Doubtful Debts 206.61 152.71

582.39 917.61 (a) Includes receivable from

Enterprise over which Relatives of Key Managerial Personnel having


217.94 130.67

As at 31 March 2015

As at 31 March 2014

19 CASH AND BANK BALANCES(i) Cash and Cash equivalents


Current Accounts 4.21 71.23

Demand Deposits with maturity less than 3 months 0.87 787.53

Cheque - In - Hand 0.02 -



6.07 859.53 (ii) Other Bank balances

Earmarked Accounts

Unclaimed Dividend Account 0.99 0.99

Margin Money with Banks with maturitities more than 3 months but less than

12 months 183.74 328.69

Deposits with original maturity for more than 12 months 0.50 -

Add - Share of Joint Venture [Refer Note 2.2] 2.19 -

187.42 329.68 (i) + (ii) 193.49 1,189.21



143


As at 31 March 2015

As at 31 March 2014

20 SHORT-TERM LOANS AND ADVANCES Unsecured, considered good (unless otherwise stated)Prepaid Expenses 54.94 148.92

Advances against Supply of goods and rendering services



Less: Provision for doubtful Advances (149.05) (15.78)


Advances to Key Managerial Personnel 85.54 88.86

Advance Payment of Income Tax 183.10 183.45

[Net of Provision Rs. 496.65 Million (31 March 2014 : Rs. 484.41 Million)]

Security Deposit 3.29 6.29

Others taxes receivable / adjustable



Less: Provision for Other Taxes receivable / adjustable (7.62) (24.74)

Employee Advances 0.06 -

Other Advances 0.33 1.36


1,109.63 1,353.15

As at 31 March 2015

As at 31 March 2014

21 OTHER CURRENT ASSETSUnsecured, considered goodReceivable from DGFT and Customs towards Export Incentive

Consider Good 55.93 130.53

Considered Doubtful 11.29 -

Less: Provision for doubtful Advances (11.29) -

Interest Accrued on Deposits 36.89 49.95

Other Receivables - 1.41

Unamortized Premium on Forward Covers 14.10 19.83

Job in Progress 1.70 1.72

Discarded Fixed Assets held for sale - 1.10


108.81 204.62

22 CONTINGENT LIABILITIES (a) Claim against the Company not acknowledged as debt : (i) In respect of a charter party dispute between VISA Comtrade (Asia) Limited (the “Charterer”) and Transfield Shipping Inc.,

Panama, (the “Owner of the vessel - Prabhu Gopal”) the said Owner of the vessel has filed a civil suit in the Hon’ble Calcutta

High Court against the Parent Company and the charterer and claimed the relief for a decree for US$ 0.30 Million to be

expressed in Indian Currency at such rate of exchange and / or on such terms as the Court may deem fit and proper,

Injunction, costs or other reliefs. The Parent Company has not accepted the claim as it was not a party to the said Agreement

and the matter is subjudice. The Hon’ble Calcutta High Court passed interim orders dated 11 May 2005 and 20 June 2005,

restraining the Parent Company and the Charterer from withdrawing any amount from a specified bank account without

leaving a balance for a sum of Rs. 12.50 Million, which has been set aside by the bank from the cash credit limit of the Parent

Company. The Parent Company has been legally advised that the above interim order has been expired due to efflux of time

and has not been extended by the Hon’ble Calcutta High Court.



144


(ii) Applications have been filed by the legal heirs of a deceased employee of the Parent Company, who died in a road

accident while travelling in the Parent Company’s vehicle for his personal work, claiming a compensation of Rs. 6.10

Million (31 March 2014: Rs. 6.10 Million) and interest @ 18% per annum. The Parent Company has contested the

claim, which is currently pending before the Motor Accident Claims Tribunal, Bhubaneswar.

As at 31 March 2015

As at 31 March 2014

(b) Other money for which the Group is contingently liable (i) Disputed Income Tax matter under Appeal 29.78 25.74

(ii) Disputed Sales Tax matter under Appeal 159.03 159.03

(iii) Disputed Entry Tax matters under Appeal 51.77 27.10

(iv) Disputed Customs Duty matter on Imported Goods under Appeal 34.86 34.86

(v) Disputed Excise duty matters under Appeal 10.96 10.96

(vi) In terms of CDR package for restructuring of Debt of the Parent Company

as referred to in Note 5A, the recompense payable by the Parent Company

towards the reliefs/sacrifices/waivers extended by the concerned lenders,

which is conditional upon achievement of certain favourable financial

parameters by the Parent Company, in future. Estimated recompense

amount at year end

2,730.30 1,640.60

(c) Guarantees(i) Bank Guarantee 25.00 25.00

(d) In respect of the contingent liabilities mentioned in Note 22 (a) and (b) above, pending resolution of the respective proceedings,

it is not practicable for the company to estimate the timings of cash outflows, if any. In respect of matters mentioned in Note

22 (c) above, the cash outflows, if any, could generally occur during the validity period of the respective guarantees. The

Company does not expect any reimbursements in respect of the above contingent liabilities.

As at 31 March 2015

As at 31 March 2014

23 COMMITMENTS: (a) Capital Commitments

Estimated amount of Contracts remaining to be executed on Capital Account [Net

of advance of Rs. 85.66 Million, (31 March 2014 : Rs. 90.31 Million)]

770.02 540.31

(b) Other Commitments (i) The Group has imported capital goods under the Export Promotion Capital Goods Scheme of the Government of India, at a

concessional rate of customs duty on an undertaking to fulfill quantified export obligation within the specified periods, failing

which, the Company has to make payment to the Government of India equivalent to the duty benefit enjoyed along with

interest. Related export obligation to be met at the year end is Rs. 414.24 Million (31 March 2014 : Rs. 411.93 Million). The

Company is confident that the above export obligation will be met during the specified period.

(ii) The Parent Company has given undertaking to consortium bankers of subsidiary Company VISA BAO Limited for sanctioning

Rs. 1,820.00 Million (31 March 2014 : Rs. 1,820.00 Million) term loan, by agreeing not to dispose off 51% shares [ i.e. 46,410,000

(31 March 2014 : 46,410,000) number of shares] of VISA BAO Limited.



145




24 REVENUE FROM OPERATIONS (GROSS)(a) Sale of products

Manufactured Goods Pig Iron 482.82 1,436.33

Coke 3,252.07 4,683.84

Silico Managanese 361.32 -

Ferro Chrome 3,707.58 4,582.86

Sponge Iron 4,038.21 3,111.11

Bloom / Round 831.45 1,330.14

Rolled Product 11.37 230.56


Power 67.48 66.20

Total 13,113.18 15,829.78 Traded Goods

Coal and Coke 1,102.98 687.27

Others 3.50 1.20

Total 1,106.48 688.47 Less: Trial Run Sale 784.29 1,560.70

Sale of products 13,435.37 14,957.55 (b) Sale of Services

Conversion Income - 101.56

- 101.56 (c) Other Operating Revenues

Scrap sales 41.68 27.69

Export Incentives 138.01 250.48

Liabilities no longer required written back 4.77 100.36

Provisions for doubtful debts, advances etc. no longer required written back 18.20 12.39

202.66 390.92 Total Revenue from Operations (Gross) 13,638.03 15,450.03



25 OTHER INCOMEInsurance claim received 5.10 5.30

Interest Income 129.32 129.70

Scrap sales 1.15 -

Liabilities no longer required written back 2.96 -

Other non operating income 10.17 1.02

148.70 136.02



26 COST OF MATERIALS CONSUMED 1,627.90 2,240.71

Chrome Ore 2,313.61 2,539.63

Iron Ore 5,771.36 6,648.57

Coal and Coke 463.75 395.61

Others 10,176.62 11,824.52 Less: Trial Run Consumption 597.81 1,258.83

9,578.81 10,565.69



146




27 PURCHASES OF STOCK-IN-TRADECoal and Coke 577.52 814.08

Others 5.67 3.92

583.19 818.00



28A CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK-IN-TRADE AND WORK-IN-PROGRESSOpening Stock Finished Goods 394.08 326.54



665.62 496.78

Add: Transfer from projectFinished Goods 66.83 -

By-Products 15.25 -

Total 82.08 - Less: Closing StockFinished Goods 517.38 394.08

Stock-In-Trade 46.32 -



704.91 665.62

Increase/(Decrease) in Excise Duty on Stock 11.24 (2.72)

Less: Transferred to exceptional item (Refer note 33) (194.86) -

Increase/(Decrease) in Stock (140.83) (171.56)



28B CHANGE IN JOB-IN-PROGRESSOpening Job-in-Progress 1.72 16.11

Less: Closing Work-in-Progress 1.70 1.72

Increase/ (Decrease) in Excise Duty on Job-in- Progress (0.02) 0.74

- 15.13



29 EMPLOYEE BENEFITS EXPENSESalaries and Wages 438.79 356.05

Contribution to Provident and Other Funds 24.48 21.20

Staff Welfare Expenses 4.91 1.77

468.18 379.02



147


29(a) In respect of the Parent Company and its Subsidiary VISA BAO Limited and VISA SunCoke Limited

Other Disclosures in terms of Accounting Standard-15 (Revised 2005) on ‘Employees Benefits’

(i) Defined Contribution Plan The Group contributes to the Provident Funds (PF) maintained by the Regional Provident Fund Commissioner. Under the PF

Scheme Contributions are made by both the Group Companies and its eligible employees to the Funds, based on the current

salaries. An amount of Rs. 9.91 Million (31 March 2014 : Rs. 11.78 Million) has been charged to the Statement of Profit and

Loss towards Group’s contribution to the aforesaid PF schemes. Apart from making monthly contribution to the scheme, the

Group has no other obligation.

(ii) Post Employment Defined Benefit Plan-Gratuity (Funded) The Parent Company and its Subsidiary Companies VISA BAO Limited and VISA SunCoke Limited provides for Gratuity,

a defined benefit retirement plan covering eligible employees. As per the scheme, the Gratuity Trust Funds managed by

the Life Insurance Corporation of India (LICI) make payment to vested employees at retirement, death, incapacitation or

termination of employment, of an amount based on the respective employee’s eligible salary for specified number of days,

as per provision of Gratuity Act depending upon the tenure of service subject to a maximum limit of Rs. 1.00 Million. Vesting

occurs upon completion of five years of service. Liabilities with regard to the Gratuity Plan are determined by actuarial

valuation as set out in Note 2.11, based on which, the respected entities makes contributions to the Gratuity Fund.

The following Table sets forth the particulars in respect of the aforesaid Gratuity fund of the Group.

As at 31 March 2015

As at 31 March 2014

(i) RECONCILIATION OF THE PRESENT VALUE OF THE DEFINED BENEFITObligation and the Fair Value of Plan Assets :Present Value of funded obligation at the end of the year 35.84 26.92

Fair Value of Plan Assets at the end of the year 26.81 27.74

Net (Asset) / Liability recognised in the Balance Sheet 9.03 (0.82)(ii) Expenses recognised in the Consolidated Statement of Profit and Loss: 5.95 5.79

Current Service cost


Expected Return on Plan Assets (2.43) (2.34)


Total Expenses 9.85 7.05 (iii) Reconciliation of opening and closing balances of the present value of the

Defined Benefit Obligations:

Opening defined benefit obligation 26.92 19.72





Closing Defined Benefit Obligation 35.84 26.92

(iv)Reconciliation of opening and closing balances of the fair value of plan assets:Opening fair value of Plan Assets 27.74 25.79

Expected Return on Plan Assets 2.43 2.34

Contributions by employer - 1.80


Actuarial (loss) / gain (0.44) (0.13)

Closing Fair Value on Plan Assets 26.80 27.74



148


(v) Actual Return on Plan Assets 2.41 2.21 (vi) Category of Plan Assets

Fund with LIC 26.81 27.74

26.81 27.74 (vii) Principal Actuarial Assumption Used:

Discount Rates 7.80%/7.78% 9%

Expected Return on Plan Assets 9%/8% 6.75% / 8.75% / 9%

Expected Salary increase rates 5% 5%

Withdrawal Rate 2% depending

on age

1% to 2%

depending on age

Mortality Rates IALM (2006-08)

mortality tables

IALM (2006-08)

mortality tables

(viii) Investment Details of Plan Assets (% allocation)Insurer managed funds 100% 100%

Current Pattern of investment as per IRDA Guidelines are as under :-Type of Investment Percentage 1. Government Securities, being not less than 20%

2. Government Securities or other approved Securities (inclusive in (1) above, being

not less than)40%

3. Balance to be invested in approved investment as specified in Schedule I. Not exceeding 60%

(ix) The estimates of future salary increase considered in the actuarial valuation takes into account factors like inflation,

seniority, promotion and other relevant factors. The expected return on plan assets is based on actuarial expectation of

the average long term rate of return expected on investments of the funds during the estimated terms of the obligations.

The contribution expected to be made by the Company for the year ending 31 March 2015 cannot be readily ascertainable and

therefore not disclosed.

(x) Experience Adjustment 31 Mar. 2015

31 Mar 2014

31 Mar 2013

31 Mar 2012

31 Mar 2011

Present Value of Defined Benefit Obligation as at end of the year 35.84 26.92 19.72 15.53 11.47

Fair Value of Plan Assets as at end of the year 26.80 27.74 25.79 19.34 16.34

(Surplus) / Deficit as at end of the year 9.03 (0.82) (6.07) (3.81) (4.87)

Experience Adjustments on Plan Liabilities [Gain / (Loss)] 1.28 (5.10) (2.21) (0.67) Not

available Experience Adjustments on Plan Assets [Gain / (Loss)] (0.04) (0.13) (0.01) 0.09

29 (b) In respect of the Subsidiary Companies, Ghotaringa Minerals Limited, Kalinganagar Special Steel Private Limited, Kalinganagar Chrome Private Limited, VISA Ferro Chrome Limited and VISA Special Steel Limited and the Joint Venture Company VISA Urban Infra Limited.

There being no employees, employee benefit regulations e.g. Employees Provident Fund and Miscellaneous Provisions Act,

1952, Payment of Gratuity Act, 1972 etc. are not applicable.



30 FINANCE COSTSInterest expense 1,476.20 881.61

Other borrowing costs 812.50 743.99

Interest on Income Tax relating to earlier years 4.90 -

2,293.60 1,625.60

The amount of finance cost capitalised for qualifying assets during the year 31 March 2015 is Rs. 2,123.36 Million

(31 March 2014 : Rs. 2,076.85 Million)



149




31 DEPRECIATION AND AMORTIZATION EXPENSE Depreciation and Amortization expense on Tangible Assets 763.25 737.99

Amortization expense of Intangible Assets 4.05 9.78

767.30 747.77



32 OTHER EXPENSESConsumption of Stores and Spare Parts 394.48 455.22

Power and Fuel [Refer (a) below] 505.52 507.24

Rent 16.81 13.56

Repairs to Buildings 6.32 5.71

Repairs to Machinery 72.98 68.82

Repairs Others 0.63 1.02

Insurance Expenses 17.42 16.94

Rates and Taxes, excluding taxes on income 39.47 30.63

Contract Labour Charges 27.71 21.40

Material Handling Expenses 218.50 128.00

Freight and Selling Expenses 223.74 342.31


Provision for Doubtful Debts 54.98 -

Provision for Doubtful Advances 144.66 21.31

Premium on Forward Exchange Contract Amortized 53.37 19.71

Exchange differences (Net) 119.71 -

Net Loss on Sales/Discard of Fixed Assets 1.16 1.08

Miscellaneous Expenses [Refer (b) below] 311.35 288.57

Transfer to Project (54.43) (103.49)

Add: Share of Joint Venture [Refer Note 2.2] 0.12 0.05

2,154.50 1,831.90 (a) Power and Fuel of Parent Company includes consumption of coal (Reclassified

from raw material consumption effective current year with regrouping of prior

year’s figures)

399.86 377.18

(b) includes Prior Period Rs. 0.18 million (31 March 2014 : Nil) related to VSCL.

33 Exceptional Items amounting to Rs. 240.38 million for the year ended 31 March 2015 represents write down of excess of

costs of period end inventories of one of its Subsidiary Company (VSCL) in coke business over their net realisable values in

accordance with Accounting Standard 2 - Valuation of Inventories. The said Subsidiary Company had procured coal in line with

its planned production programme. However, metallurgical coke prices have fallen significantly due to recessionary conditions.

Due to unexpected and steep fluctuation in the value of Indian Rupee against US Dollar and other foreign currencies during

previous year ended 31 March 2014,the net gain/loss arising out of re-instatement of foreign currency monetary items had been

considered as an exceptional item for the Group as a whole.



150




34 CONSOLIDATED EARNING PER EQUITY SHARE(I) Basica. Loss after Tax and Minority Interest (2,729.10) (1,478.28)

b. (i) Number of Equity Shares at the beginning of the year 110,000,000 110,000,000

(ii) Number of Equity Shares at the end of the year 110,000,000 110,000,000

(iii) Weighted average number of Equity Shares outstanding during the year 110,000,000 110,000,000

(iv) Face Value of each Equity Share (Rs.) 10 10

c. Basic Earning / (Loss) per Share [a / (b(iii)] (Rs.) (24.81) (13.44)(II) Diluteda. Weighted average number of Equity Shares for computing

dilutive earning/ Loss per share

110,000,000 110,000,000

b. Dilutive Earning / (Loss) per Share [same as (I)(c) above] (Rs.) (24.81) (13.44)

35. Extra-ordinary item of Rs. 27.43 million for the year ended 31 March 2015 represents insurance claim received during the year in

respect of claim against loss / destruction suffered by the one of its Subsidiary Company (VSCL) in coke business due to cyclonic

weather conditions in Odisha in October 2013. The loss of Rs. 34.92 million had been recognised during the previous year as an

extra-ordinary item in accordance with Accounting Standard 5 – “Net Profit or Loss for the Period, Prior Period Items and Changes

in Accounting Policies.

36. SHARE - BASED COMPENSATION

The shareholders of the Parent Company in the Annual General Meeting held on 17 August, 2010, has approved an Employee

Stock Option Scheme 2010 (the ‘’ESOP Scheme 2010”), formulated by the Parent Company, under which the Company may

issue 5,500,000 options to its permanent employees and directors, its subsidiaries and its holding company, as determined by the

Remuneration Committee on its own discretion and in accordance with the SEBI Guidelines.

Each option when exercised would be converted into one fully paid - up equity share of Rs. 10/- each of the Parent Company.

The ESOP Scheme 2010 is administered by the Remuneration Committee of the Board of Directors of the Parent Company (“the

Committee”). Under the ESOP Scheme 2010, the Committee had granted 900,000 options to its eligible employees during the

year ended 31 March 2011. During the current year the Parent Company has not granted any new options. The following share-

based payment arrangements were in existence during the reporting period.

Particulars ESOP Scheme 2010

Number of Options Granted 900,000


Vesting Plan Graded vesting - between 12.5% & 25% based on continuity & performance

Vesting PeriodNot earlier than one year and not later than five years from the date of grant of the options

in one or more tranches.

Exercise Period 3 years from the date of vesting

Exercise Price (Rs. per Option) 46.30

Method of Accounting Intrinsic Value



151


MOVEMENT OF OPTIONS GRANTEDThe movement of the options for the year ended 31 March 2015 is given below:

Particulars

Stock Options (Numbers)

Range of exercise Prices

Weighted AverageExercise Price Remaining

Contractual Years

Outstanding at the beginning of the year 583,446 46.30 46.30 3Granted during the year - - - -

Forfeited during the year - - - -

Exercised during the year - - - -

Lapsed during the year 87,341 46.30 46.30 -

Outstanding at the end of the year 496,105 46.30 46.30 2

Exercisable at the end of the year 493,601

During the year total 120,469 number of Options were vested.

FAIR VALUATION At grant date, the estimated fair value of stock options granted was Rs. 19.56. The fair valuation was carried out by an independent

valuer using Black & Scholes model. The various inputs and assumptions considered in the pricing model at grant date for the

stock options granted under ESOP Scheme 2010 are as under.

Particulars Tranche I

Number of options granted 900,000


Risk Free interest rate (%) 7.86% - 8.00%

Option Life (Years) 2.5 - 5.5

Expected Volatility (%) 54.42 - 55.30

Expected Dividend Yield (%) 2.77

Share price at options grant date (in Rs.) 46.30

Had the compensation cost for the stock options granted been recognised based on fair value at the date of grant in accordance

with Black & Scholes Model, the proforma amount of net profit and earnings per share of the Parent Company would have been

as under:

ParticularsYear ended

31 March 2015Year ended

31 March 2014

Net (Loss) / Profit attributable to Equity shareholders (2,414.40) (1,524.95)Less: Compensation cost under ESOP as per Fair Value (1.10) 0.69

Proforma (Loss) / Profit before Tax adjustment for earlier years (2,413.30) (1,525.63)Weighted average number of Basic equity shares outstanding (in Million) 110.00 110.00

Weighted average number of Diluted equity shares outstanding (in Million) 110.00 110.00

Face Value of Equity Shares 10.00 10.00

Reported Earning per Share (EPS)Basic EPS (in Rs.) (21.95) (13.86)

Diluted EPS (in Rs.) (21.95) (13.86)

Proforma Earning per Share (EPS)Basic EPS (in Rs.) (21.94) (13.87)

Diluted EPS (in Rs.) (21.94) (13.87)



152


37. DETAILS OF FOREIGN CURRENCY EXPOSURE

Particulars As at 31 March 2015 As at 31 March 2014

USD EUROAmount

(INR)USD EURO

Amount (INR)

Unhedged Portion as at Balance Sheet Datea) Trade Receivable - - - 0.74 - 44.30

b) Trade Payable 0.50 - 31.08 1.09 - 65.56

c) Capital Advance 0.51 0.01 32.23 0.71 0.01 43.93

d) Capital Creditors 0.12 0.27 25.29 0.12 0.41 41.11

e) Advance to Supplier 0.02 0.01 1.27 0.02 0.02 3.03

f) Advance from Customers 0.03 - 2.15 0.14 - 8.61

g) Advances Recoverable in cash or kind 0.01 0.67 0.28 - 16.67

h) Short Term Borrowings 6.54 409.18 1.53 - 91.85

i) Buyers Credit - - - 2.37 - 142.39

* Unhedged foreign currency exposure as on 31

March 2015 has been derived without considering

the effect of any natural hedge.

Derivatives Outstanding as at the reporting datea) Forward Contracts to sell USD - Hedge of firm


transaction

9.00 - 571.79 3.89 - 239.50

b) Forward Contracts to buy USD - Hedge of firm


transaction

21.47 - 2,058.85 30.72 - 1,846.14

Mark to market losses provided for - - 0.62 - - -

38. SEGMENT INFORMATION IN ACCORDANCE WITH ACCOUNTING STANDARD 17 ON SEGMENT REPORTING :

Primary Segment Reporting (by Business Segment) Identification of the Business Segment The Group has identified primary business segments namely “Special Steel”, “Ferro Alloys” and “Coke” in accordance with the

Accounting Standard on Segment Reporting (AS-17) prescribed under the Act and has disclosed segment information accordingly.

Details of products included in each of the above Segments are given below: Special Steel Bar and Wire Rods , Billets and Blooms , Pig Iron and Sponge Iron and other Allied Products

Ferro Alloys Ferro Chrome, Ferro Manganese, Silico Manganese and Captive Power

Coke Metallurgical Coke



153


Segment Revenue, Segment Results and other information for the Group

As at 31 March 2015 As at 31 March 2014

(A) Primary Business SegmentSpecial Steel

Ferro Alloys

CokeTotal of

Reportable Segments

Special Steel

Ferro Alloys

CokeTotal of

Reportable Segments

External Revenue from

Operations* 4,712.05 4,455.51 3,635.18 12,802.74 4,978.75 5,039.34 4,531.27 14,549.36

Inter Segment Revenue from

Operations* 96.91 49.94 648.14 794.99 354.46 40.37 1,373.46 1,768.29

Segment Revenues 4,808.96 4,505.45 4,283.32 13,597.73 5,333.21 5,079.71 5,904.73 16,317.65

Segment Results (60.01) 365.54 (509.42) (203.89) 58.73 424.90 144.21 627.84

Segment Assets 21,894.99 7,529.91 1,759.10 31,183.99 20,135.35 8,428.64 4,979.83 33,543.82

Segment Liabilities 1,540.31 1,749.65 200.98 3,490.93 1,105.80 1,153.85 754.15 3,013.80

Capital Expenditure 155.40 217.99 3,048.20 3,421.59 609.71 274.11 18.29 902.11

Depreciation & Amortisation 192.52 200.48 174.15 567.15 155.10 356.12 134.35 645.57

Non Cash Expenses other than

depreciation and amortisation - - - - - - - -

* Net of Excise Duty and does not include Trial Run Sales.

Reconciliation of Reportable Segments with the Financial Statements

As at 31 March 2015 As at 31 March 2014

Revenues Results / Net

Profit (Loss)

Assets Liabilities

#

Revenues Results / Net

Profit (Loss)

Assets Liabilities

#

Total of Reportable Segments 13,597.73 (203.89) 31,183.99 3,490.93 16,317.65 627.84 33,543.82 3,013.80

Corporate-Unallocated/Others(Net) - @ (468.77) 8,398.23 37,106.54 - @ (502.56) 6,304.70 34,757.78

Inter Segment Revenues from Operations (794.99) - - - (1,768.29) - - -

Other Allocated Segment Income - - - - - - - -

Finance Costs - 2,293.60 - - - (1,625.60) - -

Tax Expenses-Current Tax - (7.44) - - - (6.35) - -

MAT Credit Entitlement - (38.68) - - - 6.35 - -

Tax Expenses-Deferred tax(Charge)/Credit - (14.06) - - - 64.73 - -

As per Financial Statements 12,802.74 ## (3,026.44) 39,582.22 40,597.47 14,549.36 ## (1,435.59) 39,848.52 37,771.58

@ After considering Extraordinary item (Gross of Tax) Rs. 27.43 Million (31 March 2014 : Rs. (34.92 million))

# Excluding Shareholder’s Funds and Minority Interest

## Profit after Taxation and before Minority Interest



154


B. Secondary Segment Reporting (By Geographical Segment) The Company has its customers in India as well as outside India and thus segment information based on Geographical

Location of its customers is as follows :

Particulars31 March 2015 31 March 2014

India Outside India

Total India Outside India

Total

Revenue External (Net of

Excise Duty)

10,277.54 2,525.20 12,802.74 10,406.35 4,143.01 14,549.36

Total Segment Assets 30,830.06 353.93 31,183.99 33,218.03 325.79 33,543.82

Capital Expenditure 3,421.59 - 3,421.59 902.11 - 902.11

39 OPERATING LEASES The Group has lease agreements for various premises which are in the nature of operating leases. The lease arrangements range

for a period between 3 Years to 10 Years which are cancellable lease. There is no obligation for renewal of these lease agreements

and are renewable by mutual consent.



WITH RESPECT TO ALL OPERATING LEASELease payments recognised in the Consolidated Statement of Profit and Loss

during the year 16.81 13.56

40 (A) RELATED PARTY DISCLOSURES PURSUANT TO ACCOUNTING STANDARD 18

Related Parties Name of the Related Parties(i) Where Control Exists

Ultimate Holding Company VISA Infrastructure Limited

(ii) OthersEnterprise having significant influence VISA International Limited

Fellow Subsidiaries VISA Resources India Limited

VISA Energy Ventures Limited

VISA Power Limited

Key Managerial Personnel Mr. Vishambhar Saran (Chairman)

Mr. Vishal Agarwal (Vice Chairman & Managing Director)

Mr. Punkaj Kumar Bajaj - Joint Managing Director & CEO (Steel Business)

Relatives of Key Managerial Personnel Mrs. Bhawna Agarwal (Wife of Mr. Vishal Agarwal) w.e.f. 01 January 2015

Enterprise over which Relatives of Key

Managerial Personnel having


VISA Resources PTE Limited

VISA Bulk Shipping PTE Limited

VISA Trading (Shanghai) Co. Limited



155


40 (B) DETAILS OF TRANSACTIONS WITH RELATED PARTIES

Disclosure in respect of transactions in excess of 10% of the total related party transactions of the same type

Nature of Transactions Name of the Related Parties 31 March 2015 31 March 2014 Rent Paid VISA International Limited 3.54 4.13

VISA Infrastructure Limited 4.39 3.92

Purchase of Goods VISA Resources India Limited 1,249.39 1,459.33

Purchase of Traded Goods VISA Resources India Limited 247.61 -

Sale of Goods VISA Resources India Limited 1,330.70 1,303.79

VISA Resources PTE Limited 259.61 -

Freight VISA Bulk Shipping Pte Limited - 91.18


Hire Charges-Paid VISA Resources India Limited 14.57 14.57

Commission -Paid VISA Trading (Shanghai) Co. Limited 12.65 4.11

Finance Cost VISA International Limited - 28.23

VISA Resources India Limited 426.75 -

Remuneration Mr. Vishambhar Saran 16.91 7.15

Mr. Vishal Agarwal 20.19 6.99

Mr. Pankaj Gautam - 4.61

Mr. Punkaj Kumar Bajaj 9.92 0.42

Reimbursement of Expenses

(Net)


VISA Bulk Shipping Pte Limited - 30.07

VISA Resources PTE Limited 49.42 50.87

Advance against Sales VISA Power Limited 27.00 -

Unsecured Loan Repaid VISA International Limited - 500.00

Unsecured Loan Taken VISA Infrastructure Limited 252.00 -


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157


41. ADDITIONAL INFORMATION PURSUANT TO THE REQUIREMENT OF SCHEDULE III TO THE COMPANIES ACT, 2013, OF ENTERPRISES CONSIDERED FOR PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS.

As At Year Ended

31 March 2015 31 March 2015 31 March 2015 31 March 2015

SL

No

Name of the Entity [Refer Note ( a ) below] Net Assets As a % of Consolidated Net

Assets

Net Profit As a % of Consolidated Profit /(Loss)

Parent1 VISA Steel Limited (3,142.42) 153.46% (2,045.82) 74.96%

Subsidiaries2 VISA Suncoke Limited 1,259.11 -61.49% (887.34) 32.51%

3 VISA Bao Limited 845.11 -41.27% (93.08) 3.41%

4 Kalinganagar Special Steel Limited 0.10 0.00% (0.04) 0.00%

5 Kalinganagar Chrome Private Limited 0.24 -0.01% (0.01) 0.00%

6 Ghotaringa Minerals Limited 12.67 -0.62% 0.02 0.00%

7 VISA Ferro Chrome Limited* 0.02 0.00% (0.03) 0.00%

8 VISA Special Steel Limited* 0.04 0.00% (0.14) 0.01%

Minority Interest in Subsidiaries (1,032.45) 50.42% (297.34) -10.90%

Joint Venture9 VISA Urban Infra Limited 9.88 -0.48% 0.01 0.00%

(2,047.70) 100% (2,729.10) 100%

(a) All entities specified above have been incorporated in India.

(b) The Net Asset position / Net Profit of the Company considered above is after considering elimination if any, for determining

the Profit for the Year in the Consolidated Statement of Profit and Loss

(c) *Represents Step down Subsidiary

42 PREVIOUS YEAR FIGURES The previous year figures have been reclassified where considered necessary to conform to this year’s classification.






Place: Kolkata

Date: 29 May 2015



158


(PURSUANT TO SECTION 129 (3) OF THE COMPANIES ACT, 2013 READ WITH RULES 5 OF THE COMPANIES (ACCOUNTS) RULES 2014)

Statement containing sailent features of the financial statement of subsidiaries/joint ventures for the year ended on 31 March 2015PART -A - Subsidiary Company

(Amount in Rs.)

Name of the Subsidiary VISA SunCoke Limited

VISA BAO Limited

Kalinganagar Special Steel

Private Limited

Kalinganagar Chrome Private

Limited

Ghotaringa Minerals Limited

Financial Year Ending on 31 March 2015 31 March 2015 31 March 2015 31 March 2015 31 March 2015Reporting Currency INR INR INR INR INRShare Capital 20,676,000 910,000,000 700,000 600,000 10,000,000

Reseves & Surplus 1,464,287,572 (45,394,639) (790,260) (59,183) 6,535

Total Assets 3,599,738,793 2,844,678,006 335,582 544,188 13,556,107

Total Liabilities 2,114,775,328 1,980,072,645 425,843 3,371 3,549,572

Details of Investment (Except in case of

Subsidiaries) 100,000 - - - -

Turnover (including Other Income) 4,314,479,461 160,900,130 - - 69,594

Profit/(Loss) Before Taxation (543,077,049) (72,929,551) (202,679) (14,980) 27,748

Provision for Taxation 6,346,003 7,428,590 - - 8,576

Profit/(Loss) after Taxation (549,423,052) (80,358,141) (202,679) (14,980) 19,172

Proposed Dividend - - - -

Percentage of Shareholding 51% 65% 100% 100% 89%

Notes: Name of the Subsidiary yet to commence operations : Kalinaganagar Special Steel Private Limited, Kalinganagar Chrome Private

Limited, VISA BAO Limited and Ghotaringa Minerals Limited

PART -B - Joint Ventures

Name of the Joint Ventures VISA Urban Infra LimitedLatest Audited Balance Sheet Date 31 March 2015Number of Shares held as on 31 March 2015 1,000,000 Amount of Investment in Joint Ventures as on 31 March 2015 10,000,000

Extent of Shareholding % as on 31 March 2015 26%

Description of how there is a significant influence By virtue of Share Holding

Reason why Joint ventures is not consolidated Not Applicable

Net worth attributable to Shareholding 27,524,397

Profit/(Loss) for the year (Consolidated) 19,232

a) considered in Consolidation 5,000

b) Not Considered in Consolidation 14,231

For and on behalf of the Board of Directors


Keshav Sadani Manoj Kumar Digga Company Secretary Executive Director (Finance) & CFO

Place: Kolkata

Date: 29 May 2015

Notes

Notes

Corporate Information

Board of DirectorsMr. Vishambhar Saran, Chairman

Mr. Vishal Agarwal, Vice Chairman & Managing Director

Mr. Shiv Dayal Kapoor, Independent Director

Mr. Debi Prasad Bagchi, Independent Director

Mr. Pratip Chaudhuri, Independent Director

Ms. Gauri Rasgotra, Independent Director

Mr. Kishore Kumar Mehrotra, Independent Director

Mr. Manas Kumar Nag, Nominee Director

Mr. Manoj Kumar Digga, Wholetime Director designated as

Director (Finance) & Chief Financial Officer

Mr. Manoj Kumar, Wholetime Director designated as Director

(Kalinganagar)

Company SecretaryMr. Keshav Sadani

Statutory AuditorsLovelock & Lewes

Internal AuditorsL. B. Jha & Co.

Bankers & Financial InstitutionsAndhra Bank

Bank of Baroda

Bank of India

Canara Bank

Central Bank of India

Corporation Bank

Dena Bank

Export Import Bank of India

HUDCO

Indian Overseas Bank

IL&FS Financial Services Limited

Oriental Bank of Commerce

Punjab National Bank

SIDBI

State Bank of India

State Bank of Hyderabad

Syndicate Bank

UCO Bank

Union Bank of India

Vijaya Bank

Edelweiss Asset Reconstruction Company Limited

RegistrarsKarvy Computershare Private Limited

Registered OfficeBHUBANESWAR


Bhubaneswar - 751015.

Tel: +91 (674) 2552 479,

Fax: +91 (674) 2554 661

Corporate OfficeKOLKATA

VISA House,

8/10 Alipore Road,

Kolkata - 700027

Tel: +91 (33) 3011 9000

Fax: +91 (33) 3011 9002

Plant OfficesKalinganagar Plant SiteKalinganagar Industrial Complex,

P.O. Jakhapura,

Jajpur 755 026,

Odisha

Tel: +91 (6726) 242 441

Fax: +91 (6726) 242 442

Golagaon Plant SiteVillage Golagaon, Near Duburi,

P.O. Pankapal, Jajpur,

Odisha

Tel: +91 (6726) 245 470

Fax: +91 (6726) 245 561

Raigarh Plant Site8, Gajanandpuram, Kotra By-pass Road,

Raigarh - 496001, Chhattisgarh

Tel: +91 96300 05504

Corporate Identification NumberL51109OR1996PLC004601

www.visasteel.com

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